{"id":41678,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/27-north-main-street-kent-ct-lease-barton-kent-llc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"27-north-main-street-kent-ct-lease-barton-kent-llc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/27-north-main-street-kent-ct-lease-barton-kent-llc-and.html","title":{"rendered":"27 North Main Street (Kent, CT) Lease &#8211; Barton Kent LLC and Cyberian Outpost Inc."},"content":{"rendered":"<pre>\n                                   L E A S E\n                                   ---------\n\n\n          LEASE, made the _______ day of April  , 1998, between BARTON KENT LLC,\na Connecticut limited liability company with an address of P.O. Box 97, West\nCornwall, CT 06796, its successors and assigns (hereinafter called Landlord) and\nCYBERIAN OUTPOST, INC., a Connecticut Corporation with an address of 27 North\nMain Street, Kent CT, 06757 (hereinafter collectively called Tenant).\n\n                              W I T N E S E T H:\n                              ----------------- \n\nARTICLE I - DEMISED PREMISES\n\n      1.1  That in consideration of the rents and covenants herein provided\nand contained on the part of the Tenant to be paid, performed and observed, the\nLandlord does hereby demise and lease unto the Tenant:\n \n      1.1.2 A two-story building containing approximately 18,000 square feet\n      subject to the issuance of the necessary land use approvals and building\n      permits, to be constructed on a lot as more particularly described as\n      Tract Two on Exhibit A (\"Lot\") which building shall be referred to herein\n      as \"Bldg. B\".\n\n      1.1.3  Bldg. B and said Lot shall be collectively referred to as the\n      \"Demised Premises\").   Said Demised Premises is shown on the Site Plan\n      attached hereto as Exhibit B and made a part hereof.  Demised Premises may\n      also include basement space for storage and equipment at no additional\n      rental cost to Tenant.\n \n      1.1.4 Tenant Construction Escrow Condition.  It shall be a condition\n      of this Lease that Tenant shall pay an escrow of $100,000 (\"Construction\n      Escrow\") to Landlord upon signing of this Lease for the purpose of\n      providing good faith evidence of Tenant's intention for Landlord to\n      construct Bldg. B under the terms hereof and of Tenant to carry out\n      Tenant's Work as provided for herein. During Tenant's Work such escrow\n      shall be paid to Tenant as Tenant's Work (Schedule D) progresses so that\n      1\/3 of the escrow is released to Tenant at time the Kent Building Official\n      inspects and approves the rough electric, 1\/3 is released to Tenant when\n      drywall is ready for paint (and inspected and approved by building\n      official to the extent required by building official) and the final 1\/3 is\n      released when the Certificate of Occupancy is issued by the Kent Building\n      Official. The Landlord shall credit the any earnest deposit previously\n      paid by Tenant to the Construction Escrow. Secor, Cassidy &amp; McPartland, PC\n      (\"SCM\") shall act as escrow agent for the Construction Escrow and under\n      the terms of this Lease and shall deposit the Construction Escrow in an\n      interest bearing account with interest payable to Tenant. The Parties\n      hereby consent to the appointment of SCM and to the terms of the escrow\n      set forth at Exhibit G hereto.\n\n      1.2  Landlord's Construction- Landlord's Expense.  Subject to the\n           -------------------------------------------\nterms hereof, the Landlord, at its own expense, shall complete work in the\nconstruction of Bldg. B in accordance with the renderings, plans and\nspecifications attached hereto as Exhibit C, which renderings, plans and\nspecifications are hereby approved by the Tenant.  Such construction enumerated\nin Exhibit C is hereinafter referred to as \"Landlord's Work\".\n\n      1.3  Tenant's Construction- Tenant's Expense.  Any work in or upon\n           ---------------------------------------                      \nBldg. B in addition to the items of Landlord's Work (Exhibits C) shall be\n\"Tenant's Work\" and shall be performed in accordance with Exhibit D, by Tenant\nat its expense.  Tenant shall coordinate Tenant's Work with Landlord's\ncontractor and, in the event of any problems with such coordination, Landlord's\ncontractor's reasonable decision regarding said problems shall control.  Tenant\nshall provide Landlord with fully completed mechanics' lien waiver forms for all\nTenant's Work as Tenant's Work progresses so that no mechanics or materialmen's\nlien shall be filed against the property.  Tenant shall be responsible for\ndefending and bonding off, within 30 days of filing, any lien so filed and shall\nhold Landlord harmless for any costs incurred by Landlord, including reasonable\nattorney fees, relating to any such lien.\n\n      1.4  Ready for Delivery Defined.  The parties agree that the Demised\n           --------------------------                                     \nPremises shall be considered \"Ready for Delivery\" and \"Ready for Delivery\" is\nhereby defined as the date which is ten (10) days after the date that the\nbuilding under construction is water tight (meaning the building has doors,\nwindows, roof and tyvak or similar protective covering)  at which point Tenant's\nWork may commence.  Tenant shall complete rough electric in no more than 30 days\nfrom Ready for Delivery date.\nFollowing Tenant's completion of rough electric and building official's approval\nof same, Landlord will complete Landlord's Work concurrent with the Tenant's\ncompletion of remaining Tenant's Work.\n\n \n      1.5  Two-year Commitment for North Building at 27 North Main Street,\n           --------------------------------------------------------------\nKent, CT.  It is a condition of this lease that Tenant will lease and timely pay\n---------                                                                       \nrent for Units 3A, 3B, 7B, 8, 9A and 9B of the North building at 27 North Main\nStreet, Kent, Connecticut, for at least two years after the commencement of this\nlease and if Tenant fails to pay such rent within 10 days of due date for any\nreason  during the two years (providing that three times during any 12 month\nperiod of such two year period, Landlord will be required to give notice of such\nnonpayment and Tenant's payment  shall be deemed timely if made within seven\ndays of such notice), the base rent for the Demised Premises shall be increased\nto $12 per square foot or $18,000 per month until the commencement of year three\n(3) of this Lease, when base rent shall return to the amount set forth in\nArticle III of this Lease.\n\n      1.6  Rent Due Landlord After Assignment or Sublet.  If there is any\n           --------------------------------------------\nassignment of this Lease by Tenant or a subletting of the whole of the Demised\nPremises by Tenant at a rent which, in either case, exceeds the rent payable\nhereunder by Tenant, or if there is a subletting of a portion of the Demised\nPremises by Tenant at a rent in excess of the subleased portion's pro rata share\nof the rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as\nadditional rent, forthwith upon Tenant's receipt of each installment of any such\nexcess rent, the full amount of any such excess rent net of all reasonable,\ntypical and actual costs and expenses associated with such assignment or sublet.\nThe provisions of this Section shall apply to each and every assignment of the\nLease and each and every subletting of all or a portion of the Demised Premises,\nwhether to a subsidiary or controlling corporation or any other person, firm or\nentity, in each case on the terms and conditions set forth herein.  Each request\nby Tenant for permission to assign this Lease, or to sublet the whole or any\npart of the Demised Premises shall be accompanied by a warranty by Tenant as to\nthe amount of rent to be paid to Tenant by the proposed assignee, or sublessee.\nFor the purposes of this Section 1.6, the term \"rent\" shall mean all base rent,\nadditional rent or other payments and\/or consideration payable by one party to\nanother for the use and occupancy of all or a portion of the Demised Premises.\n\n      1.8  Affect of Sale of Tenant's Business.  Unless otherwise previously\n           -----------------------------------\nconsented to in writing by Landlord, which consent shall be at Landlord's\nabsolute discretion, if substantially all the assets, the stock and or the\nbusiness of Tenant is sold or transferred to any person or entity including,\nwithout limitation, sister company(ies), subsidiaries or parent companies of\nTenant, this Lease and all the terms hereof shall be automatically assumed by\nany purchaser, transferee or successor, whether such purchase or transfer is\nprior to or after the construction of Bldg. B.\n\nARTICLE II - TERM OF LEASE AND OPTION TO RENEW\n\n      2.1  Initial Term.  The term of this Lease shall  commence on the\ndate of signing this Lease by all parties (Lease Commencement Date) and expiring\n7 years from the Rent Commencement Date as defined below.\n\n      2.2  Commencement of Rent   Monthly rent payments shall commence on\n           --------------------\nthe first day of the month following the issuance of a Certificate of Occupancy\nor  4 months after the date that the Bldg. B is Ready for Delivery whichever is\nearlier (\"Rent Commencement Date\").  Subject to the terms hereof, Landlord\nagrees to proceed expeditiously with such construction and to use its best good\nfaith efforts to deliver the Demised Premises to the Tenant for occupancy by\nSeptember 30, 1998.  Provided, however, that Landlord shall be in no way liable\nto tenant for damages of any nature for failure to delivery occupancy by said\ndate.  Tenant's only remedy for Landlord's failure to deliver occupancy by said\ndate, or any written, signed extension of said date, or within a reasonable time\nthereafter shall be the right to terminate this Lease.\n\n      2.3  Addendum and Renewal. The parties agree to execute an addendum\n           --------------------\nto this Lease upon the Rent Commencement Date indicating the Rent Commencement\nDate, the date the original term ends, the commencement and ending date of each\nRenewal Term and the rent for each year as computed under this Lease. Provided\nthat Tenant shall not be in default under the Lease and provided Tenant shall\nhave well and faithfully performed in a timely manner all of the terms,\ncovenants, and conditions on Tenant's part to be performed under the Lease, the\nTenant shall have the option to renew its Lease for one additional seven (7 )\nyear period (\"Renewal Term\") upon the same terms and conditions, except for the\nbasic annual rent which shall be computed as set forth in Article III herein.\nTenant shall exercise said renewal by giving the Landlord notice of its\nintention to do so by certified mail, return receipt requested, no later than\nsix (6) months prior to the end of the original term of the lease. The date of\nthe commencement of the Renewal Term shall be the day after the expiration of\nthe initial term of the Lease. Time shall be of the essence with respect to such\nrenewal notice.\n\nARTICLE III - RENT AND SECURITY DEPOSIT\n\n\n                                       2\n\n \n      3.1  Base Rent.  Tenant agrees to pay to Landlord at the offices of\n           ---------                                                     \nthe Landlord, or at such other place designated by Landlord, without any prior\ndemand therefor, and without any deduction or set-off whatsoever, an annual\nrental during the term of this Lease and any Renewal Term as follows:\n\n           3.1.1  Base Rent.  Subject to the provisions of Section 1.5, during\nthe first twenty-four (24) months of the lease term an annual triple net base\nrent of $11.00 per square foot based upon 18,000 square feet (on two floors)\npayable in equal monthly installments of $16,500 in advance, on the first day of\neach month during said period; thereafter, annual triple net base rent for each\nsucceeding twelve (12) month period for the remainder of the term shall be as\nfollows:\n \n           3rd, 4th and 5th year $18,000 per month or $12 per square feet\n           for 18,000 sq.ft.\n \n           6th year $ 19,500 per month or $13 per square feet for 18,000 sq.\n           ft.\n \n           7th year $ 21,000 per month or $14 per square feet for 18,000 sq.\n           ft.\n\n18,000 square feet shall be used to determine the rent but may not be the actual\nfinished square footage of Bldg. B.  Furthermore, the 18,000 square feet figure\ndoes not include any usable basement area which shall be included in the Lease\nwithout additional rent.\n\n           3.1.2   The rent during the Renewal Term shall be adjusted as\nfollows: During the first twelve (12) months of the Renewal Term, an annual base\nrent shall be calculated as follows: For the first year of the renewal term\n(commencing the day after expiration), the rent shall be $270,000 based upon $15\nper square foot for said stipulated 18,000 square feet, payable in equal monthly\ninstallments of $22,500, in advance, on the first day of each month during said\nterm. On the anniversary date of each year of the Renewal Term, the rent shall\nincrease by $.50 per said 18,000 square feet over the base rent for the previous\ntwelve (12) months.\n\n      3.2  Pro-Rata Initial Rent Payment.  In addition to the above rent,\n           -----------------------------                                 \nthe Tenant shall pay, during the period from date of the issuance of a\nCertificate of Occupancy, or four (4) months after the date that the Bldg. B is\nReady for Delivery, whichever is earlier, to the Rent Commencement Date a per\ndiem rent equal to 1\/30th the monthly Base and additional rent due and owing for\nthe first month of the lease term for every day during such period.\n\n      3.3  Triple Net.  The annual base rent as set forth above, shall be\n           ----------                                                    \nabsolutely net to Landlord during the original term and during the Renewal Term,\nand all costs, expenses and obligations of any nature whatsoever relating to the\nDemised Premises or any improvements thereon which may arise or become due\nduring the term and Renewal Term of the Lease, shall be paid by Tenant, even if\nthey are not expressly set out as Tenant's obligations in subsequent sections of\nthis Lease.\n\n      3.4  Additional Rent.  The Tenant shall pay as additional rent any\n           ---------------                                              \nmoney other than Base Rent required to be paid  by Tenant under this Lease,\nwhether or not the same be designated \"additional rent\".  If such amounts or\ncharges are not paid at the time provided in this Lease, they shall\nnevertheless, if not paid when due, be collectible as additional rent with the\nnext installment of rent thereafter falling due hereunder, but nothing herein\ncontained shall be deemed to suspend or delay the payment of any amount of money\nor charge at the time the same becomes due and payable hereunder, or limit any\nother remedy of the Landlord.\n\n      3.5  Late Payment Penalty and Interest.  If Tenant shall fail to pay,\n           ---------------------------------                               \nwhen the same is due and payable or within the ten (10) days thereafter, any\nrent or any additional rent, or any amounts or charges of the character\ndescribed in Article III hereof, Tenant shall pay to Landlord a late charge\nequal to five percent (5%) of any such late payment and shall pay interest on\nthe unpaid balance at the rate of twelve percent (12%) per annum from the date\nthe charges became due until it is paid in full.\n\n      3.6.  At Rent Commencement Date, Tenant shall deposit with Landlord a\nSecurity Deposit in the amount of $16,500 as security for the performance of\nTenant's obligation under this lease and any renewals and extensions of this\nLease.  Landlord shall have a right to apply any part or all of said security\ndeposit to remedy any default by Tenant hereunder, after any applicable notice\nand cure period, including but not limited to, payment of any rent, additional\nrent, holdover rent, repair of all damage to the Demised Premises caused by\nTenant, or any of its agent, employees, invitees or licensees.  If Landlord\napplies any part of said security deposit to remedy any default of Tenant,\nTenant shall upon demand deposit with Landlord the amount so applied so that\nLandlord shall have the full deposit on hand at all times during the terms of\nthis Lease.\n\n\n                                       3\n\n \nLandlord shall not be required to keep the security deposit separate from its\nown funds and tenant will not be entitled to interest on the security deposit.\nIf Tenant pays the rent including additional rent and performs all of its other\nobligations under this Lease (including renewals and extensions) Landlord will\nreturn the unused portion of the Security Deposit to Tenant within 60 days after\nthe end of the term, as extended; however, if Landlord has evidence that the\nsecurity deposit has been assigned to an assignee of the lease, Landlord will\nreturn the deposit to the assignee.  Landlord may deliver the security deposit\nto a purchaser of the Demised Premises and be discharged from further liability\nwith respect to it.\n \nARTICLE IV - REPAIRS, MAINTENANCE, LANDLORD CONTROL AND ALTERATIONS\n\n      4.1  Repairs and Maintenance (\"R and M\") by Tenant.  Tenant shall be\n           ---------------------------------------------\nsolely responsible for internal and external repair and maintenance of the\nDemised Premises, including without limitation, the heating, ventilating, air\nconditioning, mechanical, electrical, elevator, and plumbing systems, structural\nroof, walls, roof, and exterior walls and the fixtures and appurtenances of the\nDemised Premises and the related parking areas and facilities, access roads,\ndriveways, retaining walls, sidewalks, walkways, loading docks, delivery and\npick-up areas, landscaped areas, exterior lighting facilities, comfort stations\nand public washrooms, (if any).   Such Repairs and maintenance shall be as and\nwhen needed to preserve them in good working order and condition  and regardless\nof whether the repairs, restorations and replacements are ordinary or\nextraordinary, foreseeable or unforeseeable, capital or noncapital, or the fault\nor not the fault of the tenant, its agents, employees, invitees, visitors, or\ncontractors.  Tenant shall be responsible for all such costs which are\ncollectively referred to herein as \"R and M\".  Except as otherwise set forth in\nthis agreement, no costs or expenses in connection with the original\nconstruction of the Demised Premises or any of the construction of new\nstructures or buildings as part of the Demised Premises shall be included in R\nand M.  But repaving of Parking Areas and other replacements of improvements in\nexternal areas so as to maintain them in good repair shall be considered R and\nM.  The responsibilities under this section shall be subject to Landlord's one\nyear warranty for Landlord's Work. Any warranties beyond one year period\nreceived by Landlord for Landlord's work shall be transferred to Tenant.\n\n      R and M shall include all costs and expenses of every kind and nature\nin operating, policing, protecting, securing, managing, equipping, lighting,\nrepairing, providing general signage, repaving, replacing, and maintaining the\nDemised Premises including, but not limited to, the cost and expenses of:\n\n           4.1.1   Operating, maintaining, repairing, lighting, cleaning,\n           sweeping, painting, resurfacing and striping of and removing snow,\n           ice and debris and removing garbage and trash from the Demised\n           Premises;\n\n           4.1.2   Exterior maintenance, replanting and replacing of flowers,\n           shrubbery, plants, trees and other landscaping, and all water used to\n           irrigate and water flowers, shrubbery, plants, trees and other\n           landscaping located in or on the Demised Premises;\n\n           4.1.3   Maintenance of smoke detectors and fire protection;\n\n           4.1.4   The cost of recorded music, electricity, and other\n           utilities used with respect to the Demised Premises and public areas\n           including, but not limited to, electricity for lighting the parking\n           facilities, loading areas, and entrance\/exit areas;\n\n           4.1.5  Personnel or services, including, without limitation,\n           security and maintenance;\n \n           4.2  Failure of Tenant to Properly Maintain. In the event that Tenant\n                --------------------------------------\ndoes not adequately maintain the Demised Premises or any part thereof, as\ndetermined in the reasonable discretion of the Landlord, after notice to Tenant\nand a right to cure within 30 days after such notice Landlord may take over the\nmaintenance, in part or in full, and charge tenant for such services. (However,\nif Tenant initiates such cure within said 30 days and is diligently proceeding\nto complete the cure, but due to the nature of the problem the work cannot be\ncompleted within such 30 day period, Tenant shall have such additional time as\nis necessary up to a maximum of 90 days. However, such 90 day period shall be\nextended for force majeure. In such case, Tenant shall pay Landlord's management\nfees in an amount equal to five percent (5%) of the gross annual rent from\nTenant. Furthermore, Landlord may cause any or all maintenance services for the\nDemised Premises to be provided by an independent contractor or contractors or\nother parties. Tenant shall pay to Landlord, as Additional Rent, R and M costs\nincurred by Landlord for each calendar year. The additional rent provided to be\npaid by Tenant in this Section shall be a \n\n\n                                       4\n\n \nmonthly charge equal to one-twelfth (1\/12th) of Landlord's estimate of the total\nR and M as determined for each lease year adopted by Landlord for such purpose,\nand shall be payable in equal monthly installments in advance on the first of\neach month without any prior demand therefor from Landlord and without any\ndeduction or set-off whatsoever. This Additional Rent for R and M shall be due\nand payable five (5) business days from receipt of a bill. As soon as reasonably\npossible following the end of each calendar year, Landlord shall furnish Tenant\na statement covering such calendar year just expired in reasonable detail (with\ncopies of invoices and proof of payment upon request of Tenant), showing the R\nand M for such lease year and the payments made by Tenant with respect to such\nlease year as set forth above. If R and M is less than Tenant's payments so\nmade, Landlord shall refund the difference to Tenant within thirty (30) days\nafter Tenant's receipt of such statement. If R and M, however, is greater than\nTenant's payments, Tenant shall pay Landlord the difference as Additional Rent\nwithin thirty (30) days after receipt of such statement.\n\n           4.3  Repair of Damage. The Tenant also agrees, at its own expense,\n                ----------------   \nto immediately repair any damages to the Demised Premises caused by the\noperation of its business on or about the Demised Premises, including, without\nlimitation, any damage to the parking areas caused by the operation (including\nwithout limitation, the driving, loading or unloading) of delivery vans, trucks,\ncarts or vehicles of any sort servicing Tenant's business or the Demised\nPremises. Failure to repair same within thirty (30) days after notice from\nLandlord will permit Landlord to remedy the damage and to demand immediate\npayment from Tenant for the cost of said remediation. If Tenant does not pay\nLandlord within thirty (30) days of receipt of the notice of such demand,\nLandlord may deduct the reasonable cost of such remediation from Tenant's\nSecurity Deposit and demand immediate replacement of the Security Deposit up to\nthe original amount posted. Failure to restore Security Deposit upon thirty (30)\ndays' notice after such demand shall be a default under this Lease and Landlord\nshall have all the default remedies set forth in this Lease.\n\n           4.4  Landlord Control.  Landlord may, at any time and from time to\n                ----------------                                            \ntime:  Upon ten (10) days prior notice, close all or any portion of the parking\nand access areas to the Demised Premises to make repairs or changes or to such\nextent as may, in the opinion of Landlord, be necessary to prevent a dedication\nthereof or of the accrual of any rights to any person or to the public therein;\nclose temporarily any or all portions of the said areas to discourage non-tenant\nparking; and do and perform such other acts in and to said areas as, in the\nexercise of good business judgment, Landlord shall determine to be advisable\nwith a view to the improvement of the convenience and use thereof by tenants,\ntheir employees, agents and invitees. Any such closings and improvements by\nLandlord shall not unreasonably interfere with Tenant's business or reduce the\navailable parking on the Demised Premises by more than 15 spaces closed on such\ntemporary basis.\n\n                4.4.1 No motor vehicle may be stored in the Demised Premises.\n                Any vehicle relating to Tenant's business parked in one customer\n                parking space for more than ten (10) continuous business days\n                shall be deemed \"stored\" and shall be towed by Tenant at its\n                expense or if not so towed may be towed by Landlord at Tenant's\n                expense.\n\n                4.4.2 No inoperable motor vehicle, unregistered motor vehicle,\n                parts of any motor vehicle, or any other related item, material,\n                or substance shall be stored or located in the Demised Premises.\n                Neither Tenant nor its employees nor any other person may work\n                on or repair any car or other vehicle in the Demised Premises,\n                including the parking areas, and\/or on adjacent streets. With\n                consent of Tenant, Landlord may designate space provided for\n                employee or Tenant parking as public parking at specific times.\n\n           4.5  Alteration, Improvements, Changes and Additions by Landlord.\n                ----------------------------------------------------------- \n\n                4.5.1  By Tenant and Reservations to Landlord . Landlord\n                       --------------------------------------\nreserves the right to construct other buildings and improvements in the Demised\nPremises from time to time, to make alterations thereof or additions thereto, to\nbuild additional stories thereon, to build adjoining same, to construct\nadditional elevated and\/or other parking facilities, and to demolish, alter,\nrenovate, make additions to any buildings and improvements located on the\nDemised Premises. Tenant shall be permitted to rearrange and renovate interior\nfit-ups in the core of the building which were installed as part of Tenant's\nWork (Schedule D) providing such work does not alter or damage the shell and\nportion of the building constructed by Landlord (Schedule C). In such case,\nTenant shall provide prior notice to Landlord of all such alterations. Any such\nremodeling, requested or desired by Tenant, other than Landlord's Work, shall be\nat Tenant's sole expense. All such work by Tenant shall be done with due\ndiligence, in a good and workmanlike manner, and in compliance with the laws,\nordinances, orders rules, regulations, certificates of occupancy or other\ngovernmental requirements; Tenant shall provide Landlord with absolute\nmechanic's lien waiver \n\n\n                                       5\n\n \nfor all work performed by Tenant, or its agents, contractors and subcontractors\nand shall keep the Demised Premises free of all liens. If any such mechanic's or\nmaterialmen's liens are filed, Tenant shall bond off those liens within 30 days\nof filing and shall hold Landlord harmless for all costs, including reasonable\nattorney's fees, actually and reasonably incurred by Landlord with respect to\nsuch liens.\n\n           4.5.2  By Landlord to Comply with Laws  Tenant agrees that Landlord\n                  -------------------------------\nshall at all times have the right and privilege of making changes, alterations,\nrearrangements, additions which are a result of any federal, state or local\nenvironmental protection or other law, rule, regulation, guideline or order.\nNothing described in Exhibit A or B shall limit or prevent Landlord from\neffecting any changes or alteration to the Demised Premises as described in this\nSection.  Notwithstanding anything set forth above to the contrary, the Landlord\nshall not make any changes to the Demised Premises which would materially\ninterfere with the Tenant's operation of its business in the Demised Premises.\n\n           4.5.3.  Removal at End of Term All alterations, additions, fixtures\n                   ----------------------                                     \nand improvement, permanent in character, made in or upon the Demised Premises by\nTenant, will remain on the Demised Premises without compensation to the Tenant;\nprovided, tenant shall be entitled to remove by the last day of the term, its\nfurnishings, equipment, machinery, and  trade fixtures.  Tenant will remove the\ntrade fixtures, equipment, machinery and furnishings  at Tenant's sole cost and\nexcept to the extent expressly waived or requested by Landlord in writing, will\nrestore the Demised Premises to the condition in which it was in before\ninstallation of such trade fixtures, equipment, machinery and furnishings,\nreasonable wear and tear excepted.  If Tenant fails to remove such items by the\nlast day of the term, Tenant waives is right to remove same and Landlord may\nremove and dispose of same without complaint by Tenant and Tenant shall pay all\ncosts reasonably incurred by such removal and disposal.\n\nARTICLE V - REAL ESTATE TAXES\n\n      5.1  Tenant shall pay as Additional Rent to the Landlord all the real\nestate taxes against and attributable to the Demised Premises including Building\nB and Tract Two as described on Exhibit A.\n\n           5.1.1  Tenant shall also pay all taxes assessed on improvements made\nin or about the Demised Premises by Landlord and Tenant.\n\n           5.1.2.  Tenant shall pay to Landlord monthly, on the first day of\neach month during the term of this Lease and any extension thereof, an amount\nequal to 1\/12th of its share of the real estate taxes as provided above.\nLandlord shall hold said funds for the benefit of the Tenant and use them to pay\nsuch taxes as they fall due. If said funds are insufficient to pay the taxes\nwhen due, the Landlord shall bill the Tenant for the difference and Tenant shall\nmake payment to Landlord within fifteen (15) days after receipt of said bill. If\nsaid funds are in excess of the taxes due, then Landlord shall return the unused\nportion of said funds to the Tenant within thirty (30) days after the taxes\nbecome due, except that if the Tenant is in default in the payment of rent as\nprovided for herein, Landlord may apply said unused funds to the payment of said\nrent. Tax bills shall be supplied to Tenant when available from Town and shall\nbe sufficient evidence of the amount of such taxes and shall be used for the\ncalculation of the amount to be paid by the Tenant. Landlord shall provide\nTenant with copy of paid tax bills or other proof of such payment. \"Real Estate\nTaxes\" shall mean all taxes or assessments and governmental charges whether\nfederal, state, county, or municipal which are levied or charged against real\nestate or rent, or on the right or privilege of leasing real estate or\ncollecting rent and any other taxes and assessments attributable to the Demised\nPremises or its operation, excluding federal, state or other income taxes, and\nfederal and\/or state succession or inheritance taxes.\n\n           If any payment for taxes shall be due for any tax year in which said\nLease shall be in force and effect for less than a full tax year, such payment\nshall be prorated so the amount payable by Tenant shall be based on the actual\nnumber of months that said Lease shall be in force and effect during such tax\nyear.\n\nARTICLE VI - COMPLIANCE WITH ENVIRONMENTAL LAWS, FIRE CODES, AND OTHER LAWS\n\n      6.1  Laws in General.  The Tenant, at its sole expense, shall comply\n           ---------------                                                \nwith all laws, orders, and regulations of federal, state, and municipal\nauthorities, and with any direction of any public officer, pursuant to law,\nwhich shall impose any duty upon the Landlord or the Tenant with respect to the\nDemised Premises, including, but not limited to, such as relate to the venting\nof noxious odors and fumes, cleanliness, safety, occupation and use of said\npremises and the nature, character and manner of operation of the business\nconducted in or at the Demised Premises.  The Tenant, at its sole expense, shall\nobtain all licenses or permits which may be required for the conduct \n\n\n                                       6\n\n \nof its business within the terms of this Lease, or for the making of repairs,\nalterations, improvements, or additions, and the Landlord, where necessary, will\njoin the Tenant in applying for all such permits or licenses.\n\n      6.2  Environmental Laws - Landlord.  Landlord represents, that except\n           -----------------------------                                   \nas specifically disclosed to Tenant, that as of the date hereof, the Landlord\nand the Demised Premises are not in violation of any local, state or federal law\nor regulation concerning the handling and disposal of oil, petroleum products,\nhazardous substances, and\/or hazardous waste or concerning any air, water or\nnoise pollution.\n \n      6.3  Environmental Laws - Tenant.  Tenant shall comply with all local,\n           ---------------------------                                      \nstate and federal laws and regulations concerning the generation, handling,\ntransportation, and disposal of oil, petroleum products, hazardous waste,\nhazardous substances, special waste, toxic or hazardous material, and\/or\nbiochemical waste and air, water and noise pollution (all as defined under\nfederal or Connecticut laws and regulations).\n\n           6.3.1  If Tenant intends to generate, produce, store, or create,\n           on the Demised Premises, any oil or petroleum product, anti-freeze or\n           any chemical defined as hazardous waste, hazardous substance, special\n           waste, toxic or hazardous material, and\/or biochemical waste by the\n           Department of Environmental Protection of the State of Connecticut\n           (DEP), or by the Environmental Protection Agency of the Federal\n           Government (EPA), it must submit a plan to said agency or agencies\n           and to the Landlord, prior to occupancy, for the safe handling,\n           storage and use and removal of any such substance. If a permit is\n           required by the DEP or EPA for the generation, use, storage,\n           transportation, and\/or removal of such substance, Tenant must obtain\n           and maintain such permit throughout tenancy and shall submit a copy\n           to Landlord prior to occupancy and provide renewals, amendments,\n           cancellations to Landlord during the term of this Lease.\n\n           6.3.2  If there is a \"spill\" of any substance set forth in\n           Section 6.2 and 6.3 above and such spill is caused by Tenant, its\n           agents, employees, or invitees or is related to Tenant's, its agents,\n           employees, or invitees' use of the Demised Premises, such \"spill\"\n           shall be immediately reported by Tenant to the local fire marshall,\n           to the DEP, to the EPA if required, and to the Landlord. Tenant shall\n           take immediate remedial action to contain and clean up such \"spill\"\n           and shall be solely responsible for all costs of remedial action\n           including, but not limited to, the cost of professional environmental\n           studies and reports, damages to any person or entity, attorneys'\n           fees, clean up, soil removal, monitoring costs, fines and penalties.\n\n           6.3.3  If Tenant does not take immediate remedial action to\n           contain and clean up such \"spill\", or if Landlord is ordered by the\n           fire marshall, DEP or EPA to take remedial action to contain and\n           clean up such \"spill\", and after notice to Tenant, Landlord may take\n           all necessary remedial action to contain and clean up such spill,\n           Tenant shall reimburse Landlord for all costs of such remedial\n           action, including, but not limited to, the cost of professional\n           environmental studies, damages to any person or entity, attorneys'\n           fees, soil removal, clean up, monitoring costs, fines and penalties,\n           and interest from the date Landlord incurs each expense until such\n           expense is paid by Tenant at the rate of twelve percent (12%) per\n           annum.\n\n           6.3.4  At the conclusion of the term of this Lease or any\n           modifications, renewals, or extensions thereof, or upon Tenant's sale\n           of its business to a third party, or upon Landlord's mortgaging of\n           the Demised Premises from time to time, or upon Landlord's sale of\n           the Demised Premises to a third party, Tenant shall submit a Negative\n           Declaration and a Certification to Landlord pursuant to the\n           provisions of Connecticut Public Act No. 87-475 or any successor\n           statute. Said Declaration and Certification shall state that there\n           has been no discharge, spillage, uncontrolled loss, seepage or\n           filtration of hazardous waste, toxic waste and\/or biochemical waste\n           on the Demised Premises or the grounds, or that any such discharge,\n           spillage, uncontrolled loss, seepage or filtration has been cleaned\n           and removed in accordance with procedures approved by the\n           Commissioner of Environmental Protection of the State of Connecticut\n           or determined by him to pose no threat to human health or safety or\n           the environment which would warrant containment and removal or other\n           mitigation measures, and that any hazardous waste, toxic or hazardous\n           material, and\/or biochemical waste which remains on site is being\n           managed in accordance with Chapters 445 and 446k of the Connecticut\n           General Statutes and regulations adopted thereunder, and in\n           accordance with any other State or Federal law or regulation which\n           shall then be applicable. Failure or inability of the Tenant to\n           provide said Declaration and Certification, or the presence of any\n           waste on the Demised Premises contravened by said Declaration and\n           Certification shall entitle the \n\n\n                                       7\n\n \n               Landlord to recover damages from the Tenant on the basis of\n               strict liability, without regard to fault, for all clean up and\n               removal costs and direct and indirect damages arising therefrom,\n               including reasonable attorney's fees incurred in the enforcement\n               of this Article.\n\n      6.4  Fire Code.  The Landlord represents that, without reference to\n           ---------\nTenant's use or Tenant's Work, the Demised Premises is in conformance with\napplicable fire codes or will be in conformance with applicable fire codes on\nthe date that Tenant takes occupancy.  Tenant will comply with all applicable\nfire and building codes in the construction of Tenant's Work and in Tenant's use\nof the Demised Premises.  If, because of the nature of Tenant's operations, the\nLandlord is required by the fire codes to make modifications or additions to the\nfire protection or smoke detection system, fire walls, exits, fire escapes or\nany other fire prevention system, then Tenant agrees to pay for any such\nmodification or addition as additional rent, payable in full upon completion of\nsuch modifications and\/or additions.\n\n      6.5  Compliance with Laws and Codes.  Tenant shall comply with all\n           ------------------------------                               \nlocal, state and federal laws and regulations. If Tenant does not so comply\nafter notice and reasonable time to cure, said failure shall be a default under\nthis Lease and Landlord shall have all the default remedies hereunder for which\nit is entitled.  Landlord represents that, upon occupancy by the Tenant for\noffice space, the Demised Premises will be in compliance with the applicable\nzoning regulations and that such use is a permitted use subject to the terms of\nthe Special Permit issued by the Kent Planning and Zoning Commission for such\noffice use; Landlord will obtain all required permits and approvals except as\nrequired for Tenants Work, which shall be the responsibility of the Tenant.\n\nARTICLE VII - USE OF DEMISED PREMISES\n\n      7.1  Use of Demised Premises.  Tenant covenants and agrees that\n           -----------------------                                  \nthroughout the term of this Lease, including any Renewal Term, the Demised\nPremises shall only be used for and as offices under the terms of the Special\nPermit issued for such offices by the Town of Kent Planning and Zoning\nCommission and for no other purpose.\n\n      7.2  Rules and Regulations.  Tenant covenants and agrees that\n           ---------------------                                  \nthroughout the term of this Lease and any extension or renewal thereof:\n\n               7.2.1  It will not overload, damage or deface the Demised\n               Premises;\n\n               7.2.2 It will comply with the rules and regulations set forth in\n               Exhibit E attached hereto relative to the operation and use of\n               the Demised Premises and with such rules and regulations\n               established by Landlord from time to time with respect thereto;\n\n               7.2.3 It will vent all noxious and hazardous odors and fumes from\n               its operations, maintain humidity controls, maintain noise\n               levels, and provide safe procedures for the handling and storage\n               of chemicals and other hazardous materials in such a manner so as\n               not to affect or interfere with occupants of other properties\n               adjacent to or within close proximity of the building, and in\n               such a manner so as not to cause damage to the building, the\n               building lot upon which the building is located, and neighboring\n               properties. Tenant shall present plans and specifications for the\n               installation of any vents to Landlord for its written approval\n               prior to installation. If the Tenant fails to comply with this\n               provision, the Landlord may install said ventilation or other\n               controls and charge the Tenant the reasonable costs thereof which\n               the Tenant agrees to pay as additional rent, or at the Landlord's\n               election, the Landlord may terminate this Lease upon thirty (30)\n               days written notice to the Tenant.\n\n               7.2.4 It will place all of its rubbish and waste only in\n               dumpsters provided by Tenant, approved by Landlord and in the\n               area designated by the Landlord; Tenant shall be responsible for\n               the actual costs of removal and\/or provision for dumpsters.\n               Tenant will be responsible daily policing and clean-up of all\n               rubbish, waste, and litter deposited by Tenant, its agents,\n               employees, or customers on the Demised Premises so that its\n               business does not present an untidy public appearance. If Tenant\n               fails to provide such adequate daily policing and clean-up,\n               Landlord, at its option, may bill Tenant as Additional Rent the\n               extra costs relating to such policing and clean-up. Tenant shall\n               provide, at Tenant's expense, sufficient and appropriately placed\n               waste receptacles for use by its employees and customers, which\n               receptacles shall be preapproved by Landlord as to type and\n               location and Tenant shall be solely responsible for disposal of\n               contents so that there is no unsightly accumulation of trash in\n               the Demised Premises.\n\n\n                                       8\n\n \n               7.2.5 It will not place or suffer to be placed or maintained on\n               any exterior door, wall or window of the Demised Premises, any\n               sign, awning or canopy, or advertising matter or other thing of\n               any kind, and will not place or maintain any decoration,\n               lettering or advertising matter on the glass of any window or\n               door of the Demised Premises without first obtaining Landlord's\n               written approval, which approval shall not be unreasonable\n               withheld. Tenant further agrees to maintain in good condition and\n               repair at all times such sign, awning, canopy, decoration,\n               lettering, advertising matter or other thing as may be approved.\n               Any of said items so installed without such written approval and\n               consent or which are not maintained in good condition and repair\n               may be removed by Landlord at Tenant's expense. Landlord will\n               require signs to be as uniform as possible for the entire Demised\n               Premises. All signage must comply with local zoning regulations\n               and must be as approved by the Commission.\n\nARTICLE VIII - MANNER AND HOURS OF OPERATION\n\nIntentionally Blank.\n--------------------\n\nARTICLE IX - MAINTENANCE, REPAIRS, AND ALTERATIONS\n\n      9.1  Tenant Alterations.  Tenant may make alterations or improvements\n           ------------------                                              \nin and to the Demised Premises, at its own cost, as set forth in Exhibit D and\nas it may deem desirable for its use thereof, except no alteration shall be made\nthat modifies the basic building structure, systems or utilities without the\nwritten approval of Landlord, which approval shall not be unreasonably withheld.\nAll repairs and alterations shall be of quality at least equal to the original\nconstruction. At the termination of this Lease, except for casualty losses\ninsured against, or losses occasioned by floods, earthquakes, wars, acts of God,\nor other losses over which Tenant has no control, Tenant shall deliver the\nDemised Premises to Landlord in good condition and repair, allowance being made\nfor ordinary wear, tear and obsolescence. Tenant shall be responsible for any\ndamage to the Demised Premises as a result of removal of Tenant's sign. In\naddition, all of said alterations or improvements (except Tenant's trade\nfixtures and subject to the terms of Section 4.5.3) shall remain the property of\nLandlord. However, should the Landlord elect that such alterations or\nimprovements be removed by Tenant, then Tenant agrees to remove same at Tenant's\nsole expense and to restore the Demised Premises to the condition it was in at\nthe commencement of this Lease. If Tenant shall fail to remove same, then\nLandlord shall cause same to be removed and Tenant agrees to reimburse the\nLandlord for the actual cost of such removal, together with any and all damages\nwhich Landlord may suffer by reason of Tenant's failure to remove same.\n\n      9.2  Maintenance and Repair.  The Tenant agrees to maintain and repair\n           -----------------------                                          \nthe interior of the Demised Premises, including but not limited to, the interior\nwalls and partitions, and all of the mechanical systems including the furnace,\nplumbing and electrical system. Tenant shall also maintain and repair both the\ninterior and exterior of all windows and doors, including overhead doors,\nlocated within the Demised Premises. Tenant shall provide and maintain an\nadequate number of fire extinguishers and smoke alarms in the Demised Premises\nin order to comply with local fire codes. Tenant, at its sole expense, will,\nthroughout the term of this Lease, obtain and keep in force a maintenance\ncontract with a service company acceptable to Landlord to regularly inspect and\nperform maintenance services to the heating, ventilating and air-conditioning\nsystem serving the Demised Premises. Tenant shall furnish Landlord with a copy\nof said maintenance contract, and of renewals or replacements thereof. If Tenant\ndoes not timely provide such contract(s) or renewal(s), Landlord shall obtain\nsame and the cost shall be charged to the Tenant as Additional Rent.\n\n      9.3  Glass. The Tenant further covenants and agrees to promptly\n           ------                                                    \nreplace all broken glass on the Demised Premises during the term of this Lease\nor any month-to-month extension thereof at its own expense, and Tenant shall\ncarry plate glass insurance naming Landlord as additional insureds. Tenant\nfurther agrees to clean all glass on the interior and exterior of the Demised\nPremises with reasonable frequency so as to provide a reasonably clean\nappearance.\n\n9.4 Exterior Structural Repair. Landlord shall be responsible only for exterior\nstructural repair of the foundation unless such repairs are due to the\nnegligence of the Tenant or its agents, servants, employees, invitees, or\ncustomers. All other structural repairs shall be the sole responsibility of\nTenant.\n\nARTICLE X - UTILITIES\n\n\n                                       9\n\n \n      10.1  Utility Charges. Tenant agrees to pay all charges for\n            ---------------                                     \nelectricity, gas, fuel oil, water, telephone and fire service line charges for\nfire protection including sprinkler protection and monitoring, if applicable,\nand any other utilities used by the Demised Premises, whether or not the\nservices are billed directly to Tenant. If possible, separate meters or\nsubmeters for gas, electricity and water shall be provided and installed by\nLandlord.\n\n      10.2  Temperature.  Tenant shall maintain a temperature within the\n            -----------                                                \nentire Demised Premises of at least 50 degrees Fahrenheit in order to prevent\nfreezing of pipes and plumbing located therein.\n\n      10.3  No Liability of Landlord.  Landlord shall not be liable in\n            ------------------------                                 \ndamages or otherwise for any failure to furnish or interruption of the services\nof heat or any utility consumed or used in the Demised Premises, providing that\nsuch failure is beyond the reasonable control of Landlord and not due to\nLandlord's negligence.\n\nARTICLE XI - INDEMNITY AND INSURANCE\n\n      11.1   Tenant to Provide Insurance.  Tenant covenants and agrees that\n             ---------------------------                                  \nit will obtain and maintain during the term of this Lease, at its own expense,\n\"all-Risk\" coverage insurance naming the Landlord and the Tenant as insured as\ntheir interest may appear. The amount of the insurance will be designated by\nLandlord no more frequently than once every twelve (12) months, will be set\nforth on an \"agreed amount endorsement\" to the policy of insurance, will not be\nless than the agreed value of the buildings and improvements, and will be\nsubject to arbitration if Landlord and Tenant do not agree with regard to such\nvalue. The initial agreed upon value will be $1,500,000.00. Tenant shall also\nobtain and maintain general comprehensive public liability insurance (commercial\ngeneral liability insurance) with responsible companies qualified to do business\nin Connecticut which shall insure Landlord and all persons in privity with\nLandlord, as well as Tenant, against all claims for injuries to persons or for\ndeath occurring in or about the Demised Premises, in the amount of at least Two\nMillion Dollars ($2,000,000.00), and against all claims for damages to or loss\nof property occurring in or about the Demised Premises in the amount of at least\nOne Million Dollars ($1,000,000.00). Tenant shall also provide the following:\n\n               11.3.1  Insurance of Tenant Improvements.  Tenant agrees that it\n                       ---------------------------------                       \n               will, at its own cost and expense, keep its own Tenant\n               improvements, including those listed on Schedule C, fixtures, and\n               office equipment adequately insured during the term hereof\n               against all loss and casualty, with the usual extended coverage\n               endorsements.\n\n               11.3.2  Worker's Compensation.  Tenant shall also maintain\n                       ----------------------                            \n               worker's compensation insurance.\n \n               11.3.3  Builder's Risk Insurance.   Tenant shall also maintain\n                       ------------------------                             \n               adequate Builder's Risk insurance during Tenant's Work (Schedule\n               D).\n \n               11.3.4  Certificates of Insurance and Notices.  Tenant agrees to\n                       -------------------------------------                  \n               furnish Landlord and Premises owner with policies or certificates\n               of the insurance described herein prior to the commencement of\n               the term hereof and each renewal policy or certificate thereof at\n               least ten (10) days prior to the expiration of the policy it\n               renews. Each such policy shall provide that the policy may not be\n               materially modified or cancelled with respect to the Landlord's\n               and Premises owner's interest without at least thirty (30) days'\n               prior written notice to the Landlord and Premises owner; all such\n               insurance policies shall name Landlord as an additional insured.\n               All insurance policies will be promptly provided to Landlord and\n               shall contain typical provisions considering the type of\n               insurance, quality and type of building and use of the Demised\n               Premises.\n\n      11.2 Control.  Tenant covenants and agrees to assume exclusive\n           -------                                                  \ncontrol of the Demised Premises, and all tort liabilities incident to the\ncontrol or leasing thereof, and to save Landlord harmless from all claims or\ndamages arising on account of any injury or damage to any person or property on\nsaid Demised Premises, or otherwise resulting from the use and maintenance and\noccupancy of the Demised Premises or of any thing or facility kept or used\nthereon, unless such injury or damage is caused by Landlord's negligence or\nbreach of its obligations hereunder; further, Tenant shall save Landlord\nharmless from any liability on account of any accident or injury to Tenant, or\nto any of Tenant's servants, employees, agents, visitors, customers, or\nlicensees, or to any person or persons in or about the said Demised Premises.\nIn case Landlord shall, without fault on its part, be made a party to any\nlitigation commenced by or against Tenant, then Tenant shall protect and hold\nLandlord harmless and shall pay on demand all costs, expenses and reasonable\nattorneys' fees incurred or paid by Landlord in connection with such litigation.\n\n                                      10\n\n \n      11.3  Limited Liability of Landlord.  Landlord shall not be liable for\n            -----------------------------                                  \nany damage to the Demised Premises, or to any property of the Tenant or of any\nother person thereon, from water, rain, snow, ice, sewage, toxic substances or\nwaste, steam, gas or electricity which may leak into or issue or flow from any\npart of the Demised Premises, or from the bursting, breaking, obstruction,\nleaking or any defect of any of the pipes or plumbing, appliances, or from\nelectric wiring or other fixtures in or on the Demised Premises or any part\nthereof, or from the street or subsurface, except such damage or injury as may\nbe caused by the negligent act or omission on the part of the Landlord, its\nagents, servants or employees.\n\n      11.4  Insured Losses.  Landlord and Tenant each hereby waive such\n            --------------                                            \ncauses of action either may have or acquire against the other which are\noccasioned by the negligence of either of them or their employees or agents\nresulting in the destruction of or damage to real or personal property belonging\nto the other and located on the Demised Premises which are caused by fire and\/or\nthe hazards insured against in an extended coverage endorsement to a standard\nfire insurance policy approved in the State of Connecticut.  Each party to this\nagreement further agrees to cause any insurance policy covering destruction of\nor damage to such real or personal property from fire and\/or the hazards covered\nunder the aforementioned extended coverage endorsement to contain a waiver of\nsubrogation clause or endorsement under which the insurance company waives its\nright of subrogation against either party to this agreement in case of\ndestruction of or damage to the aforementioned real or personal property of\neither such party.\n\nARTICLE XII - SUBORDINATION, ATTORNMENT, ESTOPPEL CERTIFICATES\n\n      12.1  Subordination.  Tenant agrees that this Lease is subject and\n            -------------                                               \nsubordinate to any easements relating to the real property of which the Demised\nPremises is a part, and to the lien of any mortgage granted by Landlord which is\nnow on or which at any time may be made a lien upon the real property of which\nthe Demised Premises is a part.  This subordination provision shall be self-\noperative and no further instrument of subordination shall be required.  Tenant\nagrees to execute and deliver promptly, upon request, such further instrument or\ninstruments confirming such subordinations as shall be desired by Landlord or by\nany easement holder, proposed easement holder, mortgagee or proposed mortgagee;\nand Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact\nto execute any such instrument or instruments. Landlord will provide non-\ndisturbance and attornment agreements from such mortgagees.\n\n      12.2  Attornment.  In the event any proceedings are brought for\n            ----------                                               \nforeclosure of any mortgage deed to secure debt given by Landlord and\/or Demised\nPremises owner and covering the Demised Premises, Tenant shall attorn to the\nforeclosing mortgagee or purchaser upon any such foreclosure  and recognize such\npurchaser or mortgagee as the owner and landlord under this Lease, provided such\nowner, as landlord, shall recognize Tenant's rights to continue to occupy the\nDemised Premises and exercise and enjoy all of its rights hereunder so long as\nTenant complies with the terms and provisions of this Lease and further provided\nany such purchaser or mortgagee shall be deemed to assume and agree to perform\nthe duties of the Landlord hereunder providing said purchaser or mortgagee shall\nnot be required to cure the defaults, if any, of Landlord.\n\n      12.3  Estoppel Certificates.  Tenant agrees, at any time and from time\n            ---------------------                                           \nto time upon not less than  ten (10) days' prior written notice by Landlord, to\nexecute, acknowledge, and deliver to Landlord a statement in writing (i)\ncertifying that this Lease  has not been modified and is in full force and\neffect (or, if there have been modifications, the  specific terms of same), (ii)\nstating the dates to which the annual rent and Additional Rent have been paid by\nTenant, (iii) stating whether or not, to the best knowledge of Tenant, Landlord\nis in default in the performance of any covenant, agreement, or condition\ncontained in this Lease, and, if so, specifying each such default,  and (iv)\nstating the name and address to which notice to Tenant should be sent.  Any such\nstatement delivered pursuant hereto may be relied upon by an owner of the\nDemised Premises, any mortgagee of the real property of which the Demised\nPremises is a part, or any prospective assignee of any such mortgagee.\n\n      12.4. No liens by Tenant.  Tenant shall not mortgage or permit a lien\n            ------------------\non its leasehold interest.\n\nARTICLE XIII - DAMAGE BY FIRE OR OTHER CASUALTY\n\n      13.1  General.  In the event the Demised Premises shall be damaged or\n            -------                                                        \ndestroyed by reason of fire or any other cause, Tenant will immediately notify\nLandlord and:  a)  to the extent such destruction or damage relates to Tenant's\nWork (Schedule D) or alterations of same, Tenant  will promptly repair or\nrebuild the building at Tenant's expense, and b) to the extent such destruction\nor damage relates to Landlord's Work (Schedule C) or alterations of same,\nLandlord will promptly repair or rebuild the building at Landlord's  expense;\nsuch reconstruction and repair \n\n\n                                      11\n\n \nshall make the building at least equal in value to the building existing\nimmediately prior to the occurrence and as nearly similar to it in character as\nis practicable and reasonable. Landlord and Tenant will apply and make available\nthe net proceeds of any fire or other casualty insurance, after deduction of any\ncosts of collection, including attorneys' fees, for repairing or rebuilding as\nthe same progresses. All such payments shall be subject to the interests of any\nof Landlord's mortgagees and loss payees with respect to the property and\nimprovements. Payments will be made against properly certified vouchers of a\ncompetent architect in charge of the work and approved by Landlord. If the\nproceeds of insurance are paid to the holder of any mortgage or Landlords\ninterest in the Demised Premises, Landlord will make available net proceeds of\nthe insurance in accordance with the provision of this Section. Before beginning\nrepairs or rebuilding, or letting any contracts in connection with repairs or\nrebuilding, Tenant will submit for Landlord's approval, which approval Landlord\nwill not unreasonably withhold or delay, complete and detailed plans and\nspecifications for the repairs or rebuilding of Tenant's Work. Promptly after\nreceiving Landlord's approval of those plans and specifications, Landlord and\nTenant will begin the repairs or rebuilding and will prosecute the repairs or\nrebuilding to completion with diligence, subject however to strikes, lockouts,\nacts of God, embargoes, governmental restrictions, and other causes beyond\nLandlord and Tenant's reasonable control. Tenant will obtain and deliver to\nLandlord a temporary or final certificate of occupancy before the Demised\nPremises are reoccupied for any purpose. The repairs or rebuilding will be\ncompleted free and clear of mechanics' or other liens, and in accordance with\nthe building codes and all applicable laws, ordinance, regulations, or orders of\nthe State, the Town of Kent, or other applicable authority affecting the repairs\nor rebuilding, and also in accordance with all requirements of the insurance\nrating organization, or similar body and any liability insurance company\ninsuring Landlord against liability for accidents related to the Demised\nPremises. The provisions of this Paragraph 13.1 are subject to the terms of\nParagraph 13.5 below.\n\n      13.2  Landlord's inspection.  During the progress of the repairs or\n            ---------------------                                     \nrebuilding, Landlord and its architects and engineers may from time to time\ninspect the building and will be furnished, if required by them, with copies of\nplans, drawings and specifications relating to the repairs or rebuilding.\nTenant will keep all plans, shop drawings, and specifications at the building,\nand Landlord and its architects an designers may examine them at all reasonable\ntimes.  If, during repairs and rebuilding, Landlord and its architects and\nengineers determine that the repairs and rebuilding are not being done in\naccordance with the approved plans and specifications, Landlord will give prompt\nnotice in writing to Tenant, specifying in detail the particular deficiency,\nomission, or other respect in which Landlord claims the repairs or rebuilding do\nnot accord with the approved plans and specifications.  Upon the receipt of that\nnotice, Tenant will cause corrections to be made to any deficiencies, omissions,\nor such other respect.  Tenant's obligations to supply insurance according to\nthis Lease will be applicable to any repairs or building under this Article.\n\n      13.3  Landlord's Cost. The charges of any architect or engineer of\n            ---------------                                          \nLandlord employed to pass upon any plans and specifications and to supervise and\napprove any construction or for any services rendered by the architect or\nengineer to Landlord as contemplated by any of the provision of this Lease, will\nbe paid to tenant as a cost of the repair or rebuilding.  The fees of such\narchitect or engineer will be those customarily paid for comparable services.\n\n      13.4.  No Rent Abatement.  Monthly rent and additional rent will not\n             ------------------                                          \nabate pending the repairs or rebuilding except to the extent to which Landlord\nreceives a net sum as proceeds of any rent insurance.\n\n      13.5. Damage During Last Two Years of Lease.  If at any time during\n            -------------------------------------                        \nthe last two years of the term (or any renewal term) the building is so damaged\nby fire or otherwise that the cost of restoration exceeds fifty percent (50%) of\nthe replacement value of the building (exclusive of foundations) immediately\nprior to the damage, either Landlord or Tenant, may within thirty (30) days\nafter such damage, given notice of its election to terminate this Lease and,\nsubject to the further provisions of this Section, this Lease will case on the\ntenth (10th) day after the delivery of that notice.  Monthly rent will be\napportioned and paid to the time of termination.  If this Lease is so\nterminated, Tenant will have no obligation to repair or rebuild, and the entire\ninsurance proceeds will belong to the Landlord.\n\nARTICLE XIV - EMINENT DOMAIN\n\n      14.1  Whole Premises.  In the event that the whole of Demised Premises\n            --------------                                                 \nshall be taken under the power of eminent domain, this Lease shall thereupon\nterminate as of the date possession shall be so taken.\n\n      14.2  Portion of Premises.  In the event that a portion of the floor\n            -------------------                                          \narea of the Demised Premises shall be taken under the power of eminent domain\nand the portion not so taken will not be reasonably adequate for the operation\nof Tenant's business notwithstanding Tenant's performance or restoration as\nhereinafter provided, this \n\n\n                                      12\n\n \nLease shall thereupon terminate as of the date possession of said portion is\ntaken. In the event of any taking under the power of eminent domain which does\nnot terminate this Lease as aforesaid, all of the provisions of this Lease shall\nremain in full force and effect, except that the Base rent shall be reduced in\nthe same proportion that the amount of floor area of the Demised Premises taken\nbears to the total floor area of the Demised Premises immediately prior to such\ntaking, and Landlord shall at Landlord's own cost and expense, restore such part\nof the Demised Premises as is not taken to as near its former condition as the\ncircumstances will permit and Tenant shall do likewise with respect to all\nexterior signs, trade fixtures, equipment, furniture, furnishings and other\ninstallations of Tenant.\n\n      14.3. Damages.  All damages awarded for any such taking under the\n            --------                                                   \npower of eminent domain, whether for the whole or a part of the Demised\nPremises, shall belong to and be the property of the Landlord, whether such\ndamages shall be awarded as compensation for diminution in value of the\nleasehold or for the fee of the Demised Premises, provided, however, that\nLandlord shall not be entitled to any award made to Tenant for loss of or damage\nto Tenant's trade fixtures and removable personal property or for damages to\nimprovements made by Tenant with approval of Landlord during the term of this\nLease and any extension thereof or for damages for cessation or interruption of\nTenant's business.\n\n      14.4. Rent Paid in Advance.  If this Lease is terminated as provided\n            --------------------                                         \nin this Article, all rent shall be paid up to the date that possession is taken\nby public authority, and Landlord shall make an equitable refund of any rent\npaid by Tenant in advance and not yet earned.\n\n      14.5  Voluntary Sales.  A voluntary sale by Landlord to any public or\n            ---------------                                               \nquasi-public body, agency or person, corporate or otherwise, having the power of\neminent domain, either under threat of condemnation or while condemnation\nproceedings are pending, shall be deemed to be a taking by eminent domain for\nthe purpose of this Article.\n\nARTICLE XV - DEFAULT OF THE TENANT OR LANDLORD\n\n      15.1  Tenant Default.  If Tenant: a) is in default in payment of rents\n            --------------                                                 \nfor a period of ten (10) days, or (b) if Tenant shall default in the performance\nor observance of any other of the covenants, agreements, terms, provisions or\nconditions contained herein and on its part to be performed or observed and such\ndefault continues for thirty (30) days after written notice from the Landlord\nspecifying such default and after exhaustion of any applicable cure periods and\nTenant is not diligently prosecuting the cure thereof, or (c) if any assignment\nshall be made by Tenant for the benefit of creditors, or Tenant becomes involved\nin any proceedings as a debtor under the bankruptcy laws of the United States in\neffect at the time of default, or (d) if Tenant's leasehold interest shall be\ntaken on execution, then and in any of such cases, Landlord and the agents and\nservants of Landlord lawfully may, in addition to and not in derogation of any\nremedies for any  other breach of covenant, immediately or at any time\nthereafter and without prior demand or statutory notice to quit, commence an\naction of summary process to evict Tenant from the Demised Premises, without\nprejudice to any remedies which might otherwise be used for arrearages of rent\nor any other breaches of covenant.  Notwithstanding the above, once during any\n12 month interval, if Tenant does not pay monthly rent within such ten (10) day\nperiod, Landlord shall provide notice thereof and Tenant shall be permitted to\ncure such nonpayment default within seven (7) days of such notice. Tenant hereby\nwaives the statutory notice to quit, and Tenant covenants and agrees that in the\ncase of such termination, or termination under statute by reason of default on\nTenant's part, Tenant will, at the election of the Landlord:\n\n               15.1.1 Pay to Landlord in equal monthly installments, in advance,\n               sums equal to the aggregate rent herein provided for or, if the\n               Demised Premises have been relet, sums equal to the excess of the\n               aggregate rent herein provided for over the sums actually\n               received by Landlord.; or\n\n               15.1.2 Indemnify Landlord against loss of the aggregate rent\n               herein provided for from the time of such termination or from the\n               time to which installments of liquidated damages shall have been\n               paid to the expiration of the term hereof as above set forth.\n\n               For the purpose of this Article, the phrase \"aggregate rent\", as\n               used herein, shall include the annual base rent and all\n               Additional Rents and charges payable hereunder, including\n               interest, if any, and reasonable attorneys' fees incurred by\n               Landlord in enforcing its rights hereunder. In the event of a\n               default by the Tenant as above provided, if Landlord shall elect\n               not to terminate this Lease, it may relet the Demised Premises or\n               any part or parts thereof, either in the name of \n\n\n                                      13\n\n \n               Landlord or Tenant, for a term or terms which may, at Landlord's\n               option, extend beyond the balance of the term of this Lease, and\n               Tenant agrees that in the event of such reletting Tenant shall\n               pay Landlord any deficiency between the aggregate rent hereby\n               reserved and covenanted to be paid and the net amount of the\n               rents collected on such reletting, as well as any expense\n               incurred by Landlord in such reletting including, but not limited\n               to, attorney's fees, broker's fees and expenses of remodeling and\n               putting the Demised Premises in good order and preparing the same\n               for re-letting. Such deficiency shall be paid in monthly\n               installments upon statements rendered by the Landlord to the\n               Tenant.\n\n      15.2  Rights cumulative.  Any and all rights and remedies which\n            -----------------                                       \nLandlord may have under this Lease and at law and in equity shall be cumulative\nand shall not be deemed inconsistent with each other, and any two or more of all\nsuch rights and remedies may be exercised at the same time or independently.\n\n      15.3  Landlord Default.  Landlord shall not be deemed in default in\n            ----------------                                            \nthe performance of any of its obligations hereunder unless it shall fail to\nperform such obligations and such failure shall continue for a period of thirty\n(30) days or such additional time as is reasonably required to correct any such\ndefault after written notice has been given by Tenant to Landlord specifying the\nnature of Landlord's alleged default.\n\n      15.4  Cost of Enforcement.  Tenant agrees that Tenant shall be\n            -------------------                                    \nresponsible for all reasonable costs and attorneys' fees incurred by Landlord in\nenforcing any provision of this Lease.\n\n      15.5  Jury Trial Waiver.  Tenant and Landlord hereby waive trial by\n            -----------------                                           \njury on any and all claims arising out of this Lease.\n\nARTICLE XVI - HOLDING OVER\n\n      16.1  General. If Tenant holds possession of the Demised Premises\n            -------                                                    \nafter the Expiration Date or any other termination of this Lease, Landlord shall\nhave the option, exercisable in writing thirty (30) days after the date of\ntermination as aforesaid, to treat Tenant as a Tenant at Sufferance, or as a\ntenant by the month.  If Landlord fails to make such election, then the Tenant\nshall be deemed a tenant by the month, commencing with the first day after the\ntermination of the Lease at 1.5 times the monthly base rent paid during the last\nmonth of the expired term together with Additional Rents and shall occupy\nsubject to all other terms of this Lease, including the provision of this\nSection.  Said holdover term shall terminate upon thirty (30) days' notice from\none party to the other.  Nothing contained herein shall be construed  as a\nconsent by Landlord to the occupancy or possession of the Demised Premises by\nTenant after the termination of the Lease, and Landlord, upon said termination,\nif Landlord elects to treat Tenant as a Tenant at sufferance, shall be entitled\nto the benefit of all public, general or public laws relating to the speedy\nrecovery of the possession of land and tenements held over by Tenant, whether\nnow or hereafter in farce and effect.\n\nARTICLE XVII - MISCELLANEOUS PROVISIONS\n\n      17.1  Waiver.  Failure of Landlord to  notify Tenant of any act or\n            ------                                                      \nomission on the part of the Tenant, no matter how long the same may continue,\nshall not be deemed to be a waiver by Landlord of any of its rights hereunder.\nNo waiver by Landlord at any time, express or implied, of any breach of any\nprovision of this Lease shall be deemed a waiver of a breach of any other\nprovision of this Lease or a consent to any subsequent breach of the same or any\nother provision.  If any action by Tenant shall require Landlord's consent or\napproval, Landlord's consent to or approval of such action on any one occasion\nshall not be deemed a consent to or an approval of said action on any subsequent\noccasion or a consent to or approval of any other action on the same or any\nsubsequent occasion.  No payment by Tenant or acceptance by Landlord of a lesser\namount than shall be due from Tenant to Landlord shall be deemed to be anything\nbut payment on account;  the acceptance by Landlord of a check for a lesser\namount than due with an endorsement or statement thereon or upon a letter\naccompanying said check that said lesser amount is payment in full shall not be\ndeemed an accord and satisfaction, and Landlord may accept said check without\nprejudice to receive the balance due or pursue any other remedy.  Any and all\nrights and remedies which Landlord may have under this Lease or by operation of\nlaw, either at law or in equity, upon any breach, shall be distinct, separate,\nand cumulative and shall not be deemed inconsistent with each other and no one\nof them, whether exercised by Landlord or not, shall be deemed to be in\nexclusion of any other; and any two or more or all of such rights and remedies\nmay be exercised at the same time.\n\n\n                                      14\n\n \n      17.2  Partial Invalidity.  If any term, covenant, or condition of this\n            ------------------                                              \nLease or the application thereof to any person or circumstance shall, to any\nextent, be invalid or unenforceable, the remainder of this Lease, or the\napplication of such term, covenant or condition to persons or circumstances\nother than those as to which it is held invalid or unenforceable, shall not be\naffected thereby and each term, covenant or condition of this Lease shall be\nvalid and be enforced to the fullest extent permitted by law.\n\n      17.3  Recording.  A Notice of this Lease may be recorded in the Town\n            ---------                                                     \nClerk's Office in the Town of Kent, State of Connecticut, in accordance with the\nrequirements of the applicable laws of the State of Connecticut relating to\nleases.  In the event this Lease is terminated, cancelled, released or assigned\nbefore the expiration of the term, the Landlord and Tenant shall, upon the\nrequest of either party, execute and deliver a written instrument in form for\nrecording setting forth such termination, cancellation, release or assignment.\nThe parties agree at the appropriate time to execute and deliver an instrument\nin recordable form evidencing the commencement date of the term hereunder.\n\n      17.4  Covenant of Landlord.  Upon payment by the Tenant of the rents\n            --------------------                                          \nherein provided, and upon the observance and performance of all the covenants,\nterms and conditions on Tenant's part to be observed and performed, Tenant shall\npeaceably and quietly hold and enjoy the Demised Premises for the term hereby\ndemised without hindrance or interruption by Landlord or any other person or\npersons lawfully or equitably claiming by, through, or under the Landlord,\nsubject, nevertheless, to the terms and conditions of this Lease.\n\n      17.5  Use of \"Landlord\" and \"Tenant\".  All the provisions hereof are\n            ------------------------------                                \nto be construed as covenants and agreements as though the words imparting such\ncovenants and agreements were used in each separate provision and Section\nhereof.  The words \"Landlord\" and \"Tenant\" and the pronouns referring thereto,\nas used in this Lease, shall mean, where the context requires or admits, the\npersons named herein as Landlord and Tenant, respectively, and their respective\nheirs, legal representatives, successors and assigns, irrespective of whether\nsingular or plural, masculine, feminine or neuter.  It is agreed that the\nagreements and conditions in this Lease contained on the part of Tenant to be\nperformed and observed shall be binding upon Tenant and its successors and\nassigns and shall inure to the benefit of Landlord and its successors and\nassigns; and the agreements and conditions in this Lease contained on the part\nof the Landlord to be performed and observed shall be binding upon Landlord and\nits successors and assigns and shall inure to the benefit of Tenant and its\nsuccessors and assigns.  Tenant agrees that at all times on and after the\nCommencement Date of this Lease the sole liability for performance of all\nLandlord's obligations hereunder shall be that of the Landlord.\n\n      17.6  Entire Agreement.  This instrument contains the entire and only\n            ----------------                                               \nagreement between the parties, and no oral statements or representations or\nprior written matter not contained in this instrument shall have any force or\neffect.  This Lease shall not be modified in any way except by a writing\nsubscribed by both parties.\n\n      17.7  Notices.  All notices and other communications authorized or\n            -------                                                     \nrequired hereunder shall be in writing and shall be given by mailing the same by\ncertified or registered mail, return receipt requested, postage prepaid. The\nsame shall be mailed to Tenant at the Demised Premises or to such other person\nor at such other address as Tenant may hereafter designate by written notice to\nLandlord; and the same shall be mailed to Landlord at:\n\n               Barton Kent LLC\n               P.O. Box 97\n               West Cornwall, CT 06796\n               Attn:  Russell or Dale Barton\n\nwith a copy to:\n\n               Gail E. McTaggart\n               Secor, Cassidy &amp; McPartland, P.C.\n               P. O. Box 2818\n               Waterbury, CT 06723\n\nor to such other person or at such other address as Landlord may hereafter\ndesignate by written notice to Tenant.\n\n          CYBERIAN OUTPOST, INC.\n          P.O. Box 636\n          Kent, Conn.\n\n\n                                      15\n\n \n          Attention: Mr. Darryl Peck\n\n\nwith a copy to:\n\n          Robert E. Paul, Esq.\n          Riemer &amp; Braunstein\n          Counsellors At Law\n          Three Center Plaza\n          Boston, Mass. 02108\n\n          17.8  Access.  Landlord shall have the right to enter the Demised\n                ------                                                     \nPremises during Tenant's business hours upon reasonable notice to Tenant for the\npurpose of showing the Demised Premises to a prospective purchaser or tenant or\nto make repairs, or to remove any alteration, improvement or sign which is in\nviolation of the provisions of this Lease.  Such entry, to the extent possible,\nshall be accomplished with minimal interference with Tenant's business. In case\nof emergency, Landlord shall have the right to immediately enter the Demised\nPremises without prior notice.  Tenant shall at all times provide Landlord with\na key and appropriate security code for such access.  Landlord will have the\nright to use any means Landlord may deem proper to open doors in the Demised\nPremises and to the Demised Premises in an emergency in order to enter the\nDemised Premises.  No entry to the Demised Premises by Landlord by any means\nwill be a forcible or unlawful entry into the Demised Premises or a detainer of\nthe Demised Premises or an eviction, actual or constructive of Tenant from the\nDemises Premises, or any part of the Demised Premises, nor will any entry\nentitle Tenant to damages or abatement of rent or other charges which this Lease\nrequires Tenant to pay.\n\n          17.9  Liens.  Tenant agrees immediately to discharge (either by\n                -----                                                    \npayment or by the filing of the necessary bond, or otherwise) any mechanic's,\nmaterialmen's or other lien against the Demised Premises and\/or Landlord's\ninterest therein, which liens may arise out of any payment due for, or purported\nto be due for, any labor, services, materials, supplies or equipment alleged to\nhave been furnished to or for Tenant in, upon or about the Demised Premises, or\nlodged for any other reason against the Demised Premises.  Failure to discharge\nany such lien within fifteen (15) days from the date that Tenant receives\nwritten notice of such lien from Landlord shall be considered a default\nhereunder and Landlord shall have all rights upon default as are specified\nherein.  Tenant acknowledges that Tenant is not an agent of the Landlord and\nTenant has no authority to contract for labor, services, materials, supplies or\nequipment for Tenant's use in the Demised Premises as agent for Landlord.\n\n          17.10  PREJUDGMENT REMEDY.  THE PARTIES HERETO ACKNOWLEDGE THAT THIS\n                 ------------------                                           \nIS A \"COMMERCIAL TRANSACTION\" AS THAT TERM IS DEFINED IN CONN. GEN. STAT.\nCHAPTER 903a, ?52-278a(a), AS AMENDED, AND THAT PURSUANT TO CONN. STAT. ?52-278f\nTENANT HEREBY EXPRESSLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS THAT IT MAY\nHAVE UNDER CONN. GEN. STAT. ?52-278a, ET SEQ., OR OTHERWISE FOR NOTICE AND\nHEARING WITH RESPECT TO ANY \"PREJUDGMENT REMEDY\", AS THAT TERM IS THEREIN\nDEFINED, AND THE TENANT HEREBY SPECIFICALLY CONSENTS TO THE ISSUANCE OF ANY WRIT\nFOR SUCH PREJUDGMENT REMEDY OR REMEDIES ON BEHALF OF SAID LANDLORD OR THE\nSUCCESSORS OR ASSIGNS OF SAID LANDLORD, WITH RESPECT TO ANY LAWSUIT OR CAUSE OF\nACTION RELATING TO THIS LEASE AND\/OR ANY CLAIMS INCIDENTAL HERETO, WITHOUT SAID\nLANDLORD HAVING TO FIRST OBTAIN A COURT ORDER PERMITTING SAME, AS MIGHT\nOTHERWISE BE REQUIRED UNDER SAID CHAPTER 903a.\n\n          17.11  Broker.  Tenant represents and warrants to Landlord that it has\n                 ------                                                         \nnot authorized any broker, agent or finder to act on its behalf in respect of\nthis Lease transaction, nor has it dealt with any broker purporting to be acting\non behalf of the Landlord, except for the broker listed below (if any), and\nTenant hereby agrees to indemnify and hold harmless Landlord from and against\nany cost, expense, claims, liability or damage resulting from a breach of the\nrepresentation and warranty herein contained.  Landlord represents and warrants\nto Tenant that there is no broker which it has authorized to act on its behalf\nin respect to this Lease transaction, and Landlord hereby agrees to pay any and\nall commissions on this Lease, and any extensions, renewals or enlargements  as\nthe same may become due to said broker or its successors or assigns, and to\nindemnify and hold harmless Tenant from and against any cost, expense, claims,\nliability or damage resulting from a breach of the representation and warranty\ncontained herein.\n\n\n                                      16\n\n \n          17.12  Captions and Section Numbers.  The captions, section numbers,\n                 ----------------------------                                 \nand article numbers appearing in this Lease are inserted only as a matter of\nconvenience and in no way define, limit, construe, or describe the scope or\nintent of such sections or articles of this Lease nor in any way affect this\nLease.\n\n          17.13  No Offer.  The delivery of an unexecuted copy of this Lease\n                 --------                                                   \nshall not be deemed an offer.  No rights are to be conferred upon any party\nuntil this Lease has been executed and delivered to each party.\n\n          17.14  Effective Date.  This Lease shall be effective only when it is\n                 --------------                                                \nsigned by both the Landlord and Tenant.  The Tenant's submission of a signed\nlease for review by the Landlord does not give the Tenant any interest, right,\nor option in the Demised Premises.\n\n          17.15  Authority to Bind.  Tenant hereby certifies that it is legally\n                 -----------------                                             \nconstituted, in good standing and authorized to do business in Connecticut and\nthat the person signing below has full authority to bind Tenant to all the\nresponsibilities and liabilities herein.\n\n          17.16  Financial Condition of Tenant.  It shall be a condition of this\n                 -----------------------------                                  \nLease that Tenant shall provide copies of their filed federal tax returns for\nthe last three years, including all schedules, CPA prepared (review quality)\nannual financial statements for said years, and such further information as\nLandlord may reasonably request in order to assess the financial strength of\nTenant and their ability to pay all amounts owing hereunder.  Further, each year\nduring the term of the Lease and any renewal term, as soon as available after\nthe end of Tenant's fiscal year, Tenant shall supply Landlord with annual\nfinancial statements and if Tenant is in default with most recent tax return\nwhen available.  It shall also be a condition of this Lease that such\nstatements, and returns if applicable, shall evidence the financial ability of\nTenant to pay all amounts due hereunder.  Landlord will keep all such tax\nreturns and financial statements strictly confidential.\n\n\n                                      17\n\n \n          IN WITNESS WHEREOF, the parties hereto have hereunto set their hands\nand seals, and to a duplicate of the same tenor and date this 4\/th\/ day of May,\n1998.\n\nSigned sealed and delivered\nin the presence of:\n\n                                                   BARTON KENT, LLC, LANDLORD\nIllegible signature\n-------------------------------\n\n                                           By \/s\/  Russell Barton\n-------------------------------               ----------------------------------\n                                                       Russell Barton\n                                                       Its member\n                                        \n                                                   CYBERIAN OUTPOST, INC.,\n                                                   TENANT\nIllegible signature                     \n-------------------------------         \n                                        \n                                           By \/s\/ Darryl Peck\n-------------------------------               ----------------------------------\n                                                       Darryl Peck\n                                                       Its Pres.\n\n\nSTATE OF CONNECTICUT  )\n                      ) ss:\nCOUNTY OF LITCHFIELD  )\n\n          On this 4\/th\/ the day of  May, 1998, before me, the undersigned\nofficer, personally appeared, Russell Barton, who acknowledged himself to be the\nMember of Barton Kent LLC, a Connecticut Limited Liability Company, and that he\nas such member, being authorized so to do, executed the foregoing instrument for\nthe purposes therein contained, by signing the name of the limited liability\ncompany by himself as such member.\n\n          IN WITNESS WHEREOF, I hereunto set my hand.\n\n\n\n                                            \/s\/ Melanie Chernak\n                                            ------------------------------------\n \n                                            Commissioner of the Superior Court\n                                            Notary Public\n                                            My commission expires: 6\/30\/98\n\n \n          STATE OF CONNECTICUT  )\n                                ) ss:\n          COUNTY OF LITCHFIELD  )\n\n          On this 4\/th\/ the day of May, 1998, before me, the undersigned\nofficer, personally appeared, Darryl Peck, who acknowledged himself to be the\npresident of Cyberian Outpost, Inc., a corporation, and that he as such officer,\nbeing authorized so to do, executed the foregoing instrument for the purposes\ntherein contained, by signing the name of the corporation by himself as such\nofficer.\n\n          IN WITNESS WHEREOF, I hereunto set my hand.\n\n                                           \/s\/ Melanie Chernak\n                                           -------------------------------------\n\n                                           Commissioner of the Superior Court\n                                           Notary Public\n                                           My commission expires: 6\/30\/98\n\n                                       18\n\n \n                                   Exhibit C\n\n                       LANDLORD'S WORK AT LANDLORD'S COST\n\na)   Landlord, at Landlord's sole cost and expense, shall construct Building \"B\"\nand related parking and landscaping as BASE BUILDING CONDITIONS, as set forth\nbelow, to be completed on or before September 30, 1998.  Provided that the\nportion of Landlord's Work described below as LANDLORD'S CONCURRENT WORK and\nTENANT'S CONCURRENT WORK (collectively the \"Concurrent Work\") shall be performed\nby the Landlord \/ Tenant concurrently with the TENANT'S FIT UP Work (as defined\nin Exhibit D) in a timely manner so as not to delay the completion of both the\nLandlord's Base Building and the Tenant's Fit Up Work.\n\nb)   \"Base Building Conditions\" shall include all items necessary to construct\nBuilding \"B\" - watertight (Tyvek, roof, doors, and windows installed) and ready\nfor Tenant Fit Up and Concurrent Work - as shown on THE PLANS prepared by Robert\nL. Knapp Sheets S-1, A-1 through A-6, last revised 23 April 1998, attached and\nmade a part of the Agreement, including but not limited to:\n\n     1.   All Site Work shown on S-1:  Parking, asphalt drives, stripping,\n     plantings, grass lawn, exterior lighting and switching, fencing, sidewalks,\n     storm drainage and all utilities brought underground into Basement of\n     Building \"B\".\n\n     2.   Building envelope including:\n\n          A.   10\" thick reinforced concrete foundation walls on 1'-10\" x 10\".\n\n          B.   2x6 exterior walls using douglas fir studs or spruce @ 16\" o\/c\n               with 2x6 cats at mid span.\n\n          C.   R-19 bate insulation with 3 mil vapor harder.\n\n          D.   Clear vertical grain cedar clapboard siding installed 6\" to the\n               weather and nailed with stainless steel shingle nails.\n\n          E.   3-0 x 6-0 clad single hung windows equal to Acorn with clear\n               insulated Low E glazing wish internal or SDL muntin bars as shown\n               on the \"Plans\".  Windows shall have wood extension jambs,\n               (interior casing included in Tenant's Fit Up).\n\n          F.   \"Architectural\" 30 year fiberglass roofing shingle equal to\n               Owens-Corning.\n\n          G.   1\/2\" OSB sheathing for exterior walls and roof.\n           \n          H.   3\/4\" OSB T&amp;G sheathing for all subfloors.\n           \n          I.   All finished stair enclosures, elevator and ductwork shafts\n               (rated) and toilet \/ hall walls as shown on Plans.\n\n     3.   Building Finishes including:\n\n          A.   All required fire doors, front and other exterior french doors\n               (similar to existing Building), Toilet Room and Janitor's Closet\n               doors.  All interior doors to be 1-3\/4\" thick x 6'-8\" high oak\n               veneer solid core wood equal to Weyerhaeuser in metal jambs bucks\n               with passage sets equal to Arrow in chrome finish.\n\n                                       19\n\n \n          B.   Completed Toilet Rooms including ceramic tile floor and 3'-0\"\n               high wainscoting around full perimeter (tile material as supplied\n               by the Tenant), toilet fixtures equal as shown on a quotation\n               from Modern Plumbing (attached), toilet accessories including\n               large roil paper holders (one per toilet fixture) paper towel\n               dispenser (two standard size per Toilet Room), liquid soap\n               dispenser (one per lavatory), all required handicapped\n               accessories and metal toilet petitions (color as selected by\n               Tenant).\n\n          C.   Exterior painting \/ staining (2 coats - one of which is pre-\n               stained) of all mutes (except dad windows).\n           \n          D.   Installation of Tenant's 18 x 18 stone tile in 1\/st\/  Floor Lobby\n               and Elevator Lobbys (Rooms 101 and 202).  Tile to be laid in a.\n               minimum 3\/4\" thick bed of mortar with galvanized wire mesh nailed\n               to floor..\n           \n          E.   Finish lighting, switching and required receptacles in Toilet\n               Rooms, Stair Towers and Mechanical Rooms.\n           \n          F.   2'x2' concealed spline suspended ceiling and acoustic pads equal\n               to Armstrong in all Toilet Rooms and Elevator Lobbies.\n           \n          G.   .2 'x2' concealed spline suspended ceiling and acoustic pads\n               equal to Armstrong in all Toilet Rooms aid Elevator Lobbies.\n\n     4.   Mechanical Equipment including:\n\n          A.   800 amp, 3 phase, 4 wire, 120\/208 volt underground service with\n               meter, CT cabinet and 800 amp main distribution circuit panel\n               including wiring and four (4) 200 amp, single phase, 120\/208 volt\n               subpanels to individual Tenant wings.  Location of subpanels to\n               be determined.  All Mechanical equipment, pumps and motors to be\n               wired to the main 800 amp panel as part of dc Landlord's Base\n               Building cost.\n           \n          B.   Complete fire alarm system including detectors, pull stations and\n               fan shut down relays and all emergency lighting and exit signage\n               as required by the Fire Marshall.  (Except as may be required for\n               supplemental detectors \/ pull stations due to office design).\n           \n          C.   Hydraulic 3 stop elevator equal to Otis 2500 lb. Capacity in\n               standard finishes as selected by the Tenant.\n           \n          D.   All HVAC equipment and main trunk ducting (rectangular sheet\n               metal), fire dampers and controls per contract from AC 2000 dated\n               4\/15\/98, attached.\n           \n          E.   Water fountains (plumbed) where shown on Plans, equal to code\n               requirements.  Janitor's Closet fiberglass sink (plumbed for 3\/4\"\n               hot and cold water) where shown on Plans.\n           \n          F.   80 gallon Amtrol domestic hot water storage tank connected to\n               boiler.  Provide all hot water piping insulated) to all Toilet\n               Rooms and Janitor's Closets.\n           \n          G.   Sunup pump and all ether pumps as may be required.\n\n                                       20\n\n \n          H.   Exhaust venting of all Toilet Rooms.  Fresh air make up louvers\n               and dining as required by Code.\n           \n          I.   Basement ventilation per code requirements.\n\nc)   \"Landlord's Concurrent Work\" shall include all items provided by the\nLandlord, as part of the \"Base Building\", at Landlord's sole cost, which work\nitems run concurrently with the Tenant's Fit Up work.  Landlord's Concurrent\nWork items shall specifically include:\n\n     1.   1\/2\" thick gypsum board on all exterior walls, toilet rooms, Elevator\n     Lobby, Stairwells and all other exposed wall and ceiling areas as shown on\n     the Plans.  Fire code gypsum board shall be provided where required by the\n     code.  All gypsum board, except for concealed ceiling areas, shall be taped\n     and finished with 3 coats joint compound, lightly sanded and ready fix\n     interior painting.\n\n     2.   Insulation of exterior walls.\n\n     3.   Placement and wiring of nine(9) thermostats equal to Honeywell\n     programmable heat\/cooling.\n\nd)   \"Tenant's Concurrent Work\" shall include all items provided by the Tenant,\nas part of the Tenant's Fit Up Work, at Tenant's sole cost, which work items run\nconcurrently with the Landlord's Base Building Work.  Tenant's Concurrent Work\nitems shall specifically include:\n\n     1.   Electrical wiring contained in exterior or core walls as constructed\n     by the Landlord.\n\n     2.   Special exhaust or intake louvers, if any, through the exterior\n     envelope.\n\n     3.   Partition in Room 101, Lobby, in order to separate the Main Lobby with\n     the Elevators.\n\n     4.   Security System.\n\nAny Building Permits required for Tenant's Work. Landlord hereby agrees to sign\nall required permits as the Owner of the Building. Tenant hereby agrees to\nassume responsibility for compliance with codes of Tenant's Work only.\n\n                                       21\n\n \n                                   Exhibit D\n\n                         TENANT'S WORK AT TENANT'S COST\n\n1.  General Requirements\n\n               (a) Tenant shall provide the construction material, hardware and\nequipment and the labor to construct and install the improvements to the Bldg. B\ndescribed in the Plans (as that term is hereinafter described). The material,\nhardware and equipment as incorporated into the Demised Premises pursuant to the\nPlans are herein collectively referred to as the \"Tenant's Work\". Subject to the\nprovisions of this Exhibit D, Tenant shall proceed diligently to cause the\nTenant's Work approved by Landlord to be completed in accordance with the terms\nand conditions of the Lease and this Exhibit.\n\n               (b) Tenant agrees to cause its interior space planner, (the\n\"Interior Space Planner\"), to deliver to Landlord on or before 45 days from the\ndate this Lease is executed by both parties, plans for Bldg. B (\" Space Plans\").\nSuch Space Plans shall be initialed by both parties and attached to this Lease\nand made a part of this Exhibit D of said Lease.\n\n               (c) Plans showing details of space occupancy; (ii) smoke detector\nlocations; (iii) reflected ceiling plans; (iv) partition and door location\nplans; (v) electrical and telephone plans noting any special requirements; (vi)\nfire safety systems; (vii) detail plans; and (viii) finish plans and schedules)\nand also specifications for the Tenant's Work to be performed at the Demised\nPremises which architectural construction drawings and specifications are\nacceptable to Tenant and sufficient in all respects for Tenant to cause Tenant's\nmechanical\/electrical engineer, (the \"Engineer\") to prepare the\nMechanical\/Electrical Drawings (as hereinafter defined). Such architectural\ndrawings and specifications shall be subject to Landlord's prior written\napproval, which approval shall not be unreasonably withheld or delayed, within\nten (10) days of receipt by Landlord of a complete set of such architectural\nconstruction drawings and specifications. If Landlord does not approve the same,\nLandlord shall advise Tenant in writing generally of the changes required in\nsuch architectural construction drawings and specifications so that they will\nmeet with Landlord's approval. Tenant shall cause the Interior Space Planner to\nrevise such architectural construction drawings and specifications pursuant to\nLandlord's comments and to deliver to Landlord, within seven (7) days after\nreceipt by Tenant of such comments, revised architectural construction drawings\nand specifications noting the changes for Landlord's approval. Landlord shall\ncontinue to comment on such architectural construction drawings and\nspecifications and Tenant shall continue to revise said architectural\nconstruction drawings and specifications within seven (7) days of receipt of\ncomments from Landlord until such architectural construction drawings and\nspecifications are approved by Landlord. Such architectural construction\ndrawings and specifications when approved by Landlord are referred to herein as\nthe \" Architectural Plans\" and shall be initialed by both parties and attached\nto this Lease and made a part of this Exhibit D of said Lease.\n\n               (d) Tenant agrees to cause the Interior Space Planner and the\nEngineer to prepare mechanical and electrical drawings for the Demised Premises\nand deliver said drawings to Landlord within ten (10) business days after\nLandlord approves the Architectural Plans. Tenant and the Engineer shall\ncooperate fully to provide all information necessary for the timely completion\nof the mechanical and electrical drawings and approval thereof by Landlord.\nLandlord agrees to either approve or disapprove said mechanical and electrical\ndrawings in writing within seven (7) days of receipt thereof by Landlord. If\nLandlord disapproves of said drawings, Landlord agrees to advise Tenant in\nwriting generally of the required changes. Tenant shall deliver to Landlord\nmechanical and electrical drawings revised pursuant to Landlord's comments\nwithin ten (10) business days of receipt of Landlord's comments. This procedure\nshall be repeated until Landlord approves the mechanical and electrical drawings\nfor the Demised Premises. The mechanical and electrical drawings for the\nPremises which are approved by Landlord shall be referred to herein as the\n\"Mechanical\/Electrical Drawings\".\n\n               (e) Tenant represents to Landlord that Tenant has reviewed its\nneeds and the above-specified delivery dates with the Interior Space Planner and\nthat Tenant has assured itself that the Plans can be delivered as herein above\nrequired. Tenant agrees to cooperate with the Interior Space Planner as promptly\nas possible and in any event in sufficient time to cause the Plans to be\nprepared and timely delivered as herein above required.\n\n               (f) Neither review nor approval by Landlord of any of the Plans\nshall constitute a representation or warranty by Landlord that such Plans either\n(i) are complete or suitable for their intended purpose or (ii) comply with\napplicable laws, ordinances, codes and regulations, it being expressly agreed by\nTenant that Landlord assumes\n\n                                       22\n\n \nno responsibility or liability whatsoever to Tenant or to any other person or\nentity for such completeness, suitability or compliance.\n\n               (g) All costs specified in this Exhibit D shall be paid by\nTenant.\n\n               (h) Tenant's obligation to pay Rent on the Rent Commencement Date\nunder the Lease shall be delayed one day for each day that the completion of the\nTenant's Work is delayed as a result of the fact that Landlord fails to\nsubstantially complete the Landlord's Work (other than the Concurrent Work)\nbefore 90 days from the issuance of the building permits for Landlord's Work,\nother than punch list items, or Landlord fails to complete the Concurrent Work\non or before 120 days from the issuance of the building permits for Landlord's\nWork, other than punch list items (\"Landlord Delays\"). Notwithstanding the\nforegoing, however, Tenant's obligation to pay Rent under the Lease shall not be\naffected or deferred on account of any such delay to the extent the same results\nfrom any of the following events (collectively, \"Tenant Delays\"):\n\n          (1) The failure of Tenant to furnish any of the Plans in accordance\n          with the schedule and meeting the requirements set forth in this\n          subsection (1) including, without limitation, the failure of Landlord\n          and Tenant to agree upon final versions of the Plans and Drawings\n          required under the Lease and this Exhibit D; or\n\n          (2) Changes in the Plans requested by Tenant (notwithstanding\n          Landlord's approval of such changes); or\n\n          (3) The performance of any work by Tenant or any person, firm or\n          corporation employed by Tenant; or\n\n          (4) Any default or delay by Tenant or its agents hereunder or any\n          Default under the Lease.\n\n\n2. Cost of Tenant's Work.\n\n               (a) Before commencement of any portion of the Tenant's Work,\nTenant agrees to promptly give Landlord a list of the contractor(s),\nconstruction supervisor and subcontractors who will be doing Tenant's Work and\nshall update that list with Landlord as contractors, subcontractors and\nsupervisors change or are added.\n\n               (b) Tenant shall pay a construction coordination and overhead fee\nto Landlord in an amount up to $10,000 to cover Landlord's coordination,\narchitectural review and overhead and related expenses allocable to such work\n(the \"Coordination Fee\"). The Coordination Fee is intended to be all inclusive\nand includes: (i) the cost of Landlord's preliminary and ongoing review of the\nSpace Plans, the Plans and all other construction documents; (ii) coordination\nof the Landlord's Work among Landlord and Tenant's contractors, subcontractors,\nInterior Space Planner, agents, representatives and agents; (iii) the cost of\ntemporary electricity, temporary toilets and hot and cold water to the Demised\nPremises during the Tenant's Work construction period; (iv) initiation and\nmonitoring of the punchlist process; (v) cost of normal building security during\nTenant's Work construction and move-in period. Except for Construction Escrow,\nLandlord agrees that Tenant shall not be required to pay any sums in addition to\nthe Coordination Fee for other coordination services by Landlord unless such\nservices are requested in writing by Tenant. Tenant shall make Coordination Fee\npayments as construction progresses within fifteen (15) days of Landlord\nproviding Tenant with actual invoices for Coordination Fee work.\n\n               (c) The Construction Escrow shall be paid as set forth in the\nLease. Escrow Agent shall only be required to make payments from the\nConstruction Escrow upon receipt of mechanics' lien waivers as provided herein,\nand such other documentation as Landlord and Escrow Agent may reasonably\nrequest. Escrow agent shall have no obligation to make any payment of the\nConstruction Escrow at any time that Tenant is in Default hereunder. Such\npayments shall be made within fifteen (15) days of satisfactory presentation to\nLandlord that the Lease condition for payment has been met.\n\n               (d) Before the Rent Commencement Date, Tenant shall provide to\nLandlord a preliminary cost estimate of Tenant's Work, followed by a final\naccounting within 3 months of Rent Commencement Date.\n \n3. Access By Tenant; Work in Harmony.\n \n          At its absolute discretion, Landlord shall permit Tenant and Tenant's\nagents, representatives, employees, suppliers, contractors, subcontractors,\nmechanics and workmen to enter the Demised Premises before the \n\n                                       23\n\n \ncompletion of the Landlord's Work. Tenant agrees for itself and its agents,\nrepresentatives, employees, suppliers, contractors, subcontractors, workmen,\nmechanics, and suppliers, that all such parties shall work in harmony and not\nunreasonably interfere with Landlord and Landlord's agents, representatives,\nemployees, suppliers, contractors, subcontractors, mechanics, and workmen in\ndoing the Landlord's Work in the Demised Premises. Landlord agrees for itself\nand its agents, representatives, workmen, mechanics and suppliers that all such\nparties shall work in harmony and not unreasonably interfere with Tenant and\nTenant's agents, representatives, employees, suppliers, contractors,\nsubcontractors, mechanics, and workmen in doing the Tenant Work.\n\n4. Construction Requirements.\n \n          (a) Tenant agrees that the entry into the Demised Premises by Tenant\nand its contractors shall be deemed to be under all of the terms, covenants,\nconditions and provisions of the Lease except as to the covenant to pay Rent,\nand Tenant further agrees that in connection therewith Landlord shall not be\nliable in any way for any injury, loss or damage which may occur to any of\nTenant's Work or installations made in the Demised Premises or to property\nplaced therein before the Rent Commencement Date for Bldg. B. and thereafter,\nthe same being at Tenant's sole risk. In addition, Tenant shall require all\nentities performing work on behalf of Tenant to provide protection for existing\nimprovements to an extent that is satisfactory to Landlord and shall allow\nLandlord access to the Demised Premises, for inspection purposes, at all times\nduring the period when Tenant is undertaking construction activities therein. If\nany entity performing work on behalf of Tenant causes any injury to any person\nor any damage to the Demised Premises, (including the Landlord's Work), any\nother property of Landlord or any other person, then Tenant agrees to indemnify,\ndefend and hold Landlord harmless from any loss, damage or injury suffered in\nconnection with any such damage or injury.  Further, Tenant shall cause such\ndamage to be repaired at Tenant's expense and if Tenant fails to cause such\ndamage to be repaired promptly upon Landlord's demand therefor, Landlord may in\naddition to any other rights or remedies available to Landlord under this Lease\nor at law or equity cause such damage to be repaired, in which event Tenant\nshall promptly upon Landlord's demand pay to Landlord the cost of such repairs.\n\n          If any entity or person performing work on behalf of Landlord causes\nany injury to any person acting on behalf of Tenant or any damage to the\nTenant's Work or any other property of Tenant, then Landlord agrees to\nindemnify, defend and hold Tenant harmless from any loss, damage or injury\nsuffered by Tenant in connection with any such damage or injury.  Further,\nLandlord shall cause such damage to be repaired at Landlord's expense and if\nLandlord fails to cause such damage to be repaired promptly upon Tenant's demand\ntherefor, Tenant may in addition to any other rights or remedies available to\nLandlord under this Lease or at law or equity cause such damage to be repaired,\nin which event Landlord shall promptly upon Tenant's demand pay to Tenant the\ncost of such repairs.\n \n          (b) During the performance of Tenant's Work including Tenant's\nfixturing, Tenant shall provide trash removal service from a location designated\nby Landlord. Tenant shall be responsible for breaking down boxes and placing\ntrash in containers at such designated location. Tenant shall accumulate its\ntrash in containers supplied by Tenant and Tenant shall not permit trash to\naccumulate within or about the Demised Premises or in the corridors or public\nareas adjacent to the Demised Premises. Tenant shall cause each entity employed\nby it to perform work on the Demised Premises to abide by the provisions of this\nExhibit as to the storage of trash and shall require each such entity to perform\nits work in a way that dust or dirt is contained entirely within the Demised\nPremises and not within any other portion of the Building and shall cause\nTenant's contractors to leave the Demised Premises in broom clean condition at\nthe end of each day. Should Landlord deem it necessary to remove Tenant's trash\nbecause of accumulation, Tenant shall pay to Landlord an additional reasonable\ncharge for such removal on a time and material basis. The cost to Tenant for\nLandlord removing such trash will be based on reasonable and competitive cost\nwhich Tenant could have secured independently had Landlord not provided such\nservice.\n \n          (c) Tenant agrees that all services and work performed on the Demised\nPremises by, on behalf of, or for the account of Tenant, including installation\nof telephones, carpeting, materials and personal property delivered to the\nDemised Premises shall be done in a first-class workmanlike manner using only\ngood grades of material.\n\n          (d) Tenant and Landlord each agree to protect, indemnify, defend and\nhold the other and its agents, partners, contractors, and employees harmless\nfrom and against any and all losses, damages, liabilities, claims, liens, costs\nand expenses, including reasonable attorneys' fees, of whatever nature including\nthose to the person and property of the other, its employees, agents, invitees,\nlicensees and others arising out of or in connection with the activities of the\nother or its contractors in or about the Demised Premises or  Bldg. B, and the\ncost of any repairs to the Demised Premises or the Bldg. B necessitated by\nactivities of the other or its contractors.\n\n                                       24\n\n \n          (e) Tenant shall secure, pay for, and maintain during the continuance\nof its work within the Demised Premises, policies of insurance with such\ncoverages and such amounts as Landlord may reasonably require, which policies\nshall be endorsed to include Landlord and its contractor and their respective\nemployees and agents and Landlord's mortgagees as additional insured parties and\nwhich shall provide thirty (30) days' prior written notice of any alteration or\ntermination of coverage, in such amounts and insuring such risks as Landlord may\nrequire. Tenant shall not permit Tenant's contractors to commence any work until\nall required insurance has been obtained by Tenant and certificates evidencing\nsuch coverage have been delivered to Landlord.\n\n          (f) Tenant's agents, subcontractors and vendors shall be required to\nconform with the \"Contractor &amp; Vendor Guidelines\" to be agreed upon by Landlord\nand Tenant.\n\n\n5. Miscellaneous.\n\n               (a) Except as expressly set forth herein, Landlord has no other\nagreement with Tenant and has no other obligation to do any other work or pay\nany amounts with respect to the Construction of Bldg. B.  Any other construction\nwork in Bldg. B which may be permitted by Landlord pursuant to the terms and\nconditions of the Lease shall be done at Tenant's sole cost and expense and in\naccordance with the terms and conditions of the Lease and Exhibit D.\n\n               (b) Other than Bldg. B, this Exhibit shall not be deemed\napplicable to any other additional space added to the Demised Premises at any\ntime or from time to time.\n\n               (c) The failure by Tenant to pay any monies due Landlord pursuant\nto this Exhibit within the time period herein stated shall be deemed a Default\nunder the terms of the Lease for which Landlord shall be entitled to exercise\nall remedies available to Landlord for nonpayment of Rent. All late payments\nshall bear interest and shall be subject to a late charge pursuant to the Lease.\n\n               (d) This Exhibit is being executed in conjunction with the Lease\nand is subject to each and every term and condition thereof, including, without\nlimitation, the limitations of Landlord's liability set forth therein.\n\n               (e) Tenant shall be solely responsible to determine at the site\nall dimensions of the Demised Premises and the Building which affect any work to\nbe performed by or for Tenant hereunder. This provision shall not control the\nrent calculation.\n\n6.  Tenant's Work.  \"Tenant's Work\" or \"Tenant's Fit Up Work\" shall include all\ninterior work required by the Tenant for Tenant's use which is NOT part of\nLandlord's Base Building or Landlord's Concurrent Work as defined by Exhibit C\nincluding the items on attached Schedule D-6.\n\n                                       25\n\n \n                                   EXHIBIT  E\n\n                             RULES AND REGULATIONS\n\n          Tenant agrees as follows:\n\n          1.  All loading and unloading of goods shall be done through the rear\nentrance, if any, at such times designated for such purposes by Landlord.\n\n          2.  The delivery or shipping of inventory, merchandise, supplies and\nfixtures to and from the Demised Premises shall be subject to such rules and\nregulations as in the judgment of Landlord are necessary for the proper\noperation of the Demised Premises.\n\n          3.  No aerial or antennae shall be erected without, in each instance,\nthe written consent of Landlord.  Any of said items so installed without such\nwritten consent shall be subject to removal without notice at any time.\n\n          4.  No loud speakers, televisions, phonographs, radios or other\ndevices shall be used in a manner so as to be heard outside of the Demised\nPremises without prior written consent of Landlord.\n\n          5.  No amusement machine (including, but not limited to arcade games,\nvideo games, jute boxes and pin ball machines) shall be installed without first\nobtaining in each instance Landlord's consent in writing.\n\n          6.  Tenant shall cooperate in keeping the Demised Premises and any\nadjacent sidewalks and driveways used by the Demised Premises clean and free\nfrom snow, ice, dirt and rubbish and Tenant shall not place or permit any\nobstructions in such areas.\n\n          7.  Plumbing facilities located within the Demised Premises shall not\nbe used for any other purpose than that for which they are constructed, and no\nforeign substance of any kind shall be thrown therein, and the expense of any\nbreakage, stoppage, or damage resulting from a violation of this provision shall\nbe borne by Tenant, who shall, or whose employees, agents or invitees shall have\ncaused it.\n\n          8.  Tenant shall use at Tenant's cost a pest extermination contractor\nat such intervals as Landlord may reasonably require\n\n          9.  Tenant shall not burn any trash or garbage of any kind in or about\nthe Demised Premises.\n\n          10.  Tenant shall not place a load on any floor in the Demised\nPremises which exceeds the load which it was designed to carry, or which may\nresult in improper weight distribution on such floors.\n\n          12.  Tenant shall not install, operate, or maintain in the Demised\nPremises any electrical equipment which does not bear the Underwriters\nLaboratories seal of approval, or which would overload the electrical system or\nany part thereof beyond its capacity for proper effective and safe operation as\ndetermined by Landlord.\n\n          13.  To the extent required by Landlord, or any environmental or other\nlaw, rule, regulation, guideline, or order, Tenant shall provide sound barriers\nfor all mechanical systems serving the Demised Premises.\n\n          14.  Tenant shall not store, display, sell or distribute any dangerous\nmaterials, flammable materials, explosives, or weapons in the Demised Premises,\nor conduct any unsafe activities therein.\n\n          15.  Tenant shall not use the parking lot, driveways for the operation\nof any business activity.\n\n          16.  Tenant shall not dispose of any oil or other waste products from\ntrucks or automobiles into the plumbing or sewer or water system serving the\nDemised Premises but shall dispose of such products in a manner approved by\nLandlord in writing.\n\n          17.  Tenant shall keep floors of the Demised Premises clean and free\nfrom solvents and debris at all times.\n\n                                       26\n\n \n                                   EXHIBIT F\n\n                               Guaranty of Lease\n\n\n          THIS GUARANTY, made this      day of April, 1998, by Cyberian\nManagement Solutions, Inc. (hereinafter called \"Guarantor\"), in favor of Barton\nKent LLC, a  Connecticut Limited Liability Company  (hereinafter called\n\"Landlord\"),\n\n                               W I T N E S E T H:\n\n          WHEREAS, Landlord has entered into a Lease Agreement (the \"Lease\") of\neven date with this Guaranty with Cyberian Outpost, Inc. (\"Tenant\"), which Lease\ndemises certain Leased Premises in Kent, Connecticut located in the County of\nLitchfield, State of Connecticut (\"Demised Premises\");\n\n          WHEREAS, Guarantor has a financial interest in Tenant, and Landlord\nwould not have entered into the Lease in the absence of the execution and\ndelivery of this Guaranty; and\n \n          WHEREAS, Guarantor has examined the Lease and is fully cognizant of\nthe covenants, conditions, and agreements contained in it, and its obligations\nunder this Guaranty with respect to the Lease.\n\n          NOW, THEREFORE, in consideration of the premises and the sum of One\nand No\/100 Dollar ($1.00) paid by Landlord to Guarantor, the receipt of which is\nhereby acknowledged, Guarantor agrees as follows:\n\n          1. Guarantor hereby unconditionally Guarantees to Landlord the full\nand prompt performance and observance of all covenants, conditions, and\nagreements provided in the Lease to be performed and observed by Tenant, its\nsuccessors and assigns, including but not by way of limitation, if any, to\nfixture and ready the Demised Premises for Tenant's occupancy at the time and in\nthe manner specified for that performance and observance.\n\n          2. Guarantor agrees that its obligations under this Guaranty shall not\nbe terminated, reduced, or affected in any way by reason of the assertion by\nLandlord against Tenant of any right or remedy for the enforcement of the\nobligations of Tenant under the Lease, or by reason of the waiver by Landlord\nof, or its failure to enforce, any of the terms, covenants, or conditions of the\nLease, or the granting of any indulgence or extension of time to Tenant; and\nGuarantor waives notice of any of the foregoing and of default by Tenant in\npayment of rent and any other sum of money required to be paid under the Lease\nand breach by Tenant of any covenant, condition, or agreement contained in the\nLease. Guarantor further agrees that its obligations hereunder shall apply with\nfull force and effect to any amendment, renewal, or extension of the Lease, even\nthough made without notice thereof to Guarantor. Guarantor hereby consents to\nany sublease of the Demised Premises covered by the Lease which may be made or\nproposed by Tenant.\n\n          3. Guarantor agrees that its liability under this Guaranty shall be\nprimary and that with respect to any right of action which shall accrue to\nLandlord under the Lease, Landlord may at its option proceed against Guarantor\nwithout having commenced any action or having obtained any judgment against\nTenant. Guarantor waives any and all defenses available to it in connection with\nthe enforcement of the Guaranty, including, but not limited to, the right to\nrequire pursuit of any remedies against Tenant or any other person or to require\nthat security held by Landlord be foreclosed or that resort be had to any other\nsecurity or to any balance of any account or credit, before pursuit against\nGuarantor under this Guaranty.\n\n          5. This Guaranty shall be binding upon Guarantor, its successors and\nassigns, and shall inure to the benefit of Landlord, its successors and assigns.\n\n                                       27\n\n \n          IN WITNESS WHEREOF, the undersigned Guarantor, Darryl Peck, has caused\nthis Guaranty to be executed in its name and on its behalf by its duly\nauthorized officer, and its seal to be affixed to this Guaranty and attested on\nthe day and year first set forth above.\n\nIn witness hereof:\n                                       CYBERIAN MANAGEMENT SOLUTIONS, INC.\n\n\n                                              \/s\/ Darryl Peck\n                                              ----------------------------\n                                              By: Darryl Peck\n                                              Its: President\n\n\nSTATE OF CONNECTICUT  )\n                      ) ss:\nCOUNTY OF LITCHFIELD  )\n\n          On this 4\/th\/ the day of May, 1998, before me, the undersigned\nofficer, personally appeared, Darryl Peck, who acknowledged himself to be the\npresident of Cyberian Management Solutions, Inc., a corporation, and that he as\nsuch officer, being authorized so to do, executed the foregoing instrument for\nthe purposes therein contained, by signing the name of the corporation by\nhimself as such officer.\n\n          IN WITNESS WHEREOF, I hereunto set my hand.\n\n\n\n                              \/s\/ Melanie Chernak\n                             --------------------\n                             Commissioner of the Superior Court\n                             Notary Public\n                             My commission expires:\n\n                                       28\n\n \n                                   EXHIBIT G\n                CONDITIONS OF ACCEPTANCE OF CONSTRUCTION ESCROW\n\n          In consideration of the acceptance of $100,000 Construction Escrow by\nSecor, Cassidy &amp; McPartland, P.C. of Waterbury, Connecticut as Escrow Agent\n(\"Escrow Agent\"), all of the undersigned parties agree that the Construction\nEscrow is held under the terms of the Lease and is subject to the following\nconditions:\n\n          1.  Escrow Agent shall be liable only for funds and instruments\nactually deposited with it and received by it for the Construction Escrow.\nEscrow Agent shall have a lien on all funds and instruments deposited with it to\nsecure payment of fees and costs incurred arising out of any dispute regarding\nthe escrow transaction.\n\n          2.  Escrow Agent may deposit any funds received by it under the terms\nof the escrow instructions in Escrow Agent's escrow account in any financial\ninstitution selected by Escrow Agent.  Escrow Agent will forward all interest\nderived from such investments to Tenant.  Escrow Agent shall not be liable for\nthe payment of any funds in the event of the insolvency or suspension of\npayments by any depository selected by it.  All disbursements shall be made by\nthe issuance of checks on Escrow Agent's escrow account.\n\n          3.  If a dispute arises between Landlord and Tenant as to the release\nof any funds from escrow and Escrow Agent receives written notice of same,\nEscrow Agent may refuse to disburse funds or deliver any instruments unless\nEscrow Agent receives a written agreement, signed by all parties, authorizing\nsuch disbursement or delivery, or unless such disbursement or delivery is\nordered by a court.\n\n          4.  All parties to the transaction jointly and severally promise to\nsave Escrow Agent harmless from all damages or losses resulting from the\ntermination of escrow and agree to indemnify Escrow Agent from any and all\namounts Escrow Agent may be required to pay on account of such termination,\nincluding, but not limited to costs, expenses and reasonable attorneys' fees.\n\n          5.  Escrow Agent assumes no responsibility for, and shall not be\nliable for any loss or damage resulting from, the following:\n\n               a.  The identify of parties or the sufficiency of any agency.\n \n               b.  The validity, collectibility, genuineness of signature and\n                   negotiability of any check or negotiable instrument deposited\n                   in Construction Escrow;\n\n               c.  Delay of escrow payment due to fires, forces of nature,\n                   governmental acts, strikes, or any other cause beyond Escrow\n                   Agent's control;\n\n                                       29\n\n \n               d.  Any good faith act or forbearance by Escrow Agent;\n\n          6.  The parties understand that this document represents a binding and\nenforceable agreement, and they have carefully read and examined it before\nsigning.\n\n          7.  Upon completion of each condition precedent to partial releases of\nthe Construction Escrow as set forth in the Lease, funds will be release as\nrequired under Construction Escrow provisions of Lease;\n\n          8.  If Escrow Agent releases said monies under the terms of said\nLease, this escrow agreement shall terminate and Escrow Agent shall have no\nfurther liability hereunder;\n\n          9.  As consideration for Escrow Agent agreeing to act in such\ncapacity, the parties hereby agree that Escrow Agent shall not be liable for any\nof its acts or omissions done in good faith, nor shall Escrow Agent be liable\nfor any claims, demands, costs, or damages made or suffered by any party hereto,\nexcepting such as may arise through or be caused by the Escrow Agent's willful\nor gross negligence; further, any party hereto bringing an action to which\nEscrow Agent is joined shall reimburse Escrow Agent for any expense, including\nattorneys' fees, incurred by Escrow Agent as a result of this agreement.\n\n          10.  This escrow agreement shall be binding upon and inure to the\nbenefit of the parties hereto, their successors and assigns.\n\n          11.  All amendments to this escrow agreement shall be made in writing\nand signed by all parties hereto or their duly authorized representatives and\nshall be effective upon written acceptance by the Escrow Agent.\n\n          12.  The parties agree that notwithstanding this escrow agreement,\nEscrow Agent may continue to represent Landlord with respect to the Lease\ntransaction other matters. thereto.\n\n          13.  Escrow Agent may at any time relieve himself of further\nresponsibility for the Construction Escrow by paying such funds as may be held\nthereunder into any Connecticut Court that would have jurisdiction over a\ndispute between the parties arising out of said escrow, upon contemporaneous\nnotice to both parties.  Providing, Escrow Agent shall not be required to take\nsuch action and such action shall be at Escrow Agent's sole discretion.\n\nBARTON KENT, LLC, LANDLORD             CYBERIAN OUTPOST, INC.\n\n \/s\/ Russell Barton\n----------------------------------\nRussell Barton, its member\n\n \/s\/ Dale Barton                       By  \/s\/ Darryl Peck\n ---------------------------------       --------------------------------------\nDale Barton, its member                Its Duly Authorized\n\n                                       30\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7254],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9585,9579],"class_list":["post-41678","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cyberian-outpost-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-land__ct","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41678","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41678"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41678"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41678"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41678"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}